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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party Other Than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SUPER 8 MOTELS NORTHWEST I
SEC File No. 2-67456
(Name of Registrant as Specified in Its Charter)
COPIES OF CORRESPONDENCE TO:
Marion V. Larson
William W. Barker
Graham & James LLP/Riddell Williams PS
1001 Fourth Avenue Plaza, 45th Floor
Seattle, Washington 98154-1065
Telephone: (206) 624-3600
Facsimile: (206) 389-1708
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
Limited Partnership Units
2) Aggregate number of securities to which transaction applies:
6,000 Units
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined): (6,000 units x $1,609 per unit merger consideration
= $9,654,000 (transaction value) x .000278 (fee))
4) Proposed maximum aggregate value of transaction: $9,654,000
5) Total fee paid: $2,715
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.: Schedule 14A
3) Filing Party: Registrant
4) Date Filed:
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[LETTERHEAD OF SUPER 8 MOTELS NORTHWEST I]
LETTER TO LIMITED PARTNERS
February [__], 1999
To Our Unitholders:
You are cordially invited to attend a special meeting (the "Meeting")
of limited partners ("Unitholders") of Super 8 Motels Northwest I, a Washington
limited partnership ("Northwest I"). The Meeting will be held at the offices of
Graham & James LLP/Riddell Williams P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154 on February [ ], 1999 at 11:00 a.m.
Gerald L. Whitcomb ("Whitcomb"), as the sole general partner of Northwest I,
on behalf of Northwest I, has entered into an Agreement and Plan of Merger and
Reorganization dated December 31, 1998 (the "Merger Agreement") with Columbus
Properties L.L.C., a Washington limited liability company ("Columbus"),
beneficially owned by Gerald and Maryanne Whitcomb and family members
(collectively "Whitcomb"). At the Meeting, you will be asked to consider and
vote upon the proposed Merger Agreement which provides for the merger of
Northwest I with and into Columbus (the "Merger"), with Northwest I ceasing to
be a public company. If the Merger is approved, each outstanding limited
partnership unit ("Unit") of Northwest I held by Unitholders will be converted
into the right to receive $1,609 in cash (the "Merger Consideration").
The attached proxy statement provides a detailed description of the terms of
the Merger. The Merger Agreement is attached as Annex I to the proxy statement.
Please read these materials carefully. Approval of the Merger requires the
affirmative vote of 66% of the outstanding Units at the Meeting.
Because Whitcomb is both the proposed purchaser (through Columbus) and the
general partner of Northwest I, Ragen MacKenzie Incorporated, Investment Bankers
and Brokers, Seattle, Washington ("Ragen MacKenzie") has been retained by
Northwest I to render an opinion concerning the fairness of the Merger
Consideration offered to Unitholders in the Merger. In the opinion of Ragen
MacKenzie, the Merger Consideration to be paid per Unit to Unitholders in the
Merger is fair, from a financial point of view. The full text of the Ragen
MacKenzie opinion is attached as Annex II to the proxy statement.
In addition, McKee & Schalka ("McKee"), Seattle, Washington, independent
appraisers, have appraised the motel properties owned by Northwest I and have
issued their report dated December 31, 1998. The McKee appraisals are described
in greater detail in the proxy statement.
On the basis of the Ragen MacKenzie opinion and the McKee appraisals,
Whitcomb, on behalf of Northwest I, has approved the proposed Merger. Whitcomb
believes that the Merger and the Merger Consideration is fair to Unitholders.
Your vote is important. Even if you plan to attend the Meeting, please
date, sign and promptly return the proxy card in the enclosed envelope. If you
were a Unitholder as of January 6, 1999 and attend the Meeting, you may change
your vote in person even if you have previously mailed a proxy card. You may
also change your vote by sending us a later dated properly executed proxy card.
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Unitholders may exercise dissenters' rights of appraisal by
complying with the procedural requirements of the Revised Code of Washington,
including not voting in favor of the Merger Agreement.
Promptly after the Merger, a letter of transmittal, along with the
required transmittal forms required for the Unitholder to receive the Merger
Consideration, will be mailed by _________, the paying agent, to each
Unitholder as of January 6, 1999 of Northwest I Units. Upon receipt of the
required transmittal forms, the paying agent will mail the Merger Consideration
to the Unitholders.
We look forward to seeing as many of you as possible at the Meeting.
- --------------------
Gerald L. Whitcomb,
General Partner
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SUPER 8 MOTELS NORTHWEST I
7515 Terminal Street, S.W.
Tumwater, Washington 98501
(360) 943-5000
NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
To be held February [__], 1999
A special meeting (the "Meeting") of limited partners (the
"Unitholders") of Super 8 Motels Northwest I ("Northwest I"), a Washington
limited partnership, will be held at the offices of Graham & James LLP/Riddell
Williams P.S., 1001 Fourth Avenue Plaza, Suite 4500, Seattle, Washington 98154
on February [ ], 1999 at 11:00 A.M. for the following purposes:
1. To vote on the adoption of an Agreement and Plan of Reorganization and Merger
dated December 31, 1998 (the "Merger Agreement"), by and among Gerald L.
Whitcomb, the sole general partner of Northwest I ("Whitcomb") on behalf of
Northwest I and Columbus Properties L.L.C., a Washington limited liability
company ("Columbus"), owned by Gerald and Maryanne Whitcomb, husband and wife
and family members (collectively "Whitcomb") as more fully described in the
attached proxy statement. If the transaction is approved, Northwest I will be
merged into Columbus (the "Merger") and you will receive cash in the amount of
$1,609 for each limited partnership unit ("Unit") you own.
2. To transact such other business as may properly be presented at the Meeting
or any adjournments thereof, none of which is currently anticipated.
The Merger Agreement is attached to the proxy statement as Annex I.
Unitholders as of the close of business on January 6, 1999 (the date of
the first public announcement of the proposed merger) are entitled to notice of
and to vote at the Meeting. As of the January 6, 1999 record date, there
were 6,000 Units outstanding. A list of Unitholders entitled to vote at the
Meeting will be available at the executive offices of Northwest I commencing
February ___, 1999. You may inspect the list for purposes germane to the
Meeting.
If the Merger is consummated, Unitholders who do not vote for approval and
adoption of the Merger Agreement and who otherwise comply with the requirements
of Article 14 of Chapter 25.10 of the Revised Code of Washington have statutory
dissenters' rights of appraisal. A complete copy of Article 14 is attached to
the proxy statement as Annex III. A description of the procedures to be followed
to perfect dissenters' appraisal rights is set forth in this proxy statement
beginning on page 32.
Units represented by valid unrevoked proxies will be voted as specified
therein. If no specification is made, Units covered by proxies will be voted (i)
"FOR" approval and adoption of the Merger Agreement and approval of the
transactions contemplated thereby; and (ii) in the discretion of the persons
named as proxies, on such other matters as may properly come before the Meeting.
Pursuant to the authority granted to Whitcomb by the Northwest I
Certificate and Agreement of Limited Partnership, Whitcomb will not consent to
any assignee of Units becoming a subsituted Unitholder in place of the assignor
between January 5, 1999 through the date of the Meeting, including any
adjournment or postponement thereof.
- ---------------------
Gerald L. Whitcomb,
General Partner
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[PRELIMINARY COPY]
[LOGO]
PROXY STATEMENT
SUPER 8 MOTELS NORTHWEST I
7515 Terminal Street. S.W.
Tumwater, Washington
SPECIAL MEETING OF UNITHOLDERS
TO BE HELD ON FEBRUARY [ ], 1999
This proxy statement is being furnished to the limited partners (the
"Unitholders") of Super 8 Motels Northwest I, a Washington limited partnership
("Northwest I"), in connection with the solicitation of proxies by Gerald L.
Whitcomb, the general partner of Northwest I ("Whitcomb"), from "Unitholders"
for use at the special meeting of Unitholders to be held at the offices of
Graham & James LLP/Riddell Williams P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154 on February [ ], 1999 at 11:00 a.m. and at any and
all adjournments or postponements thereof ("Meeting").
At the Meeting, Unitholders as of January 6, 1999, the record date,
will consider and vote upon a proposal to approve and adopt an Agreement and
Plan of Reorganization and Merger, dated December 31, 1998 ("Merger
Agreement"), pursuant to which Northwest I will merge (the "Merger") with and
into Columbus Properties L.L.C., a Washington limited liability company
("Columbus") beneficially owned by Gerald and Maryanne Whitcomb, husband and
wife, and family members (collectively "Whitcomb"). If the Merger is approved,
each outstanding unit ("Unit") held by Unitholders will be converted into the
right to receive $1,609 in cash ("Merger Consideration"). Columbus will be the
surviving company and Northwest I will cease to be a public company.
Whitcomb deems it advisable to require approval of this affiliated
transaction by 66% of the outstanding Units, 99% of which are owned by
unaffiliated Unitholders.
Your vote is important. Even if you plan to attend the Meeting, please
date, sign and promptly return the proxy card in the enclosed envelope. If you
were a Unitholder as of January 6, 1999 and attend the Meeting, you may change
your vote in person even if you have previously mailed a proxy card. You may
also change your vote by sending us a later dated properly executed proxy card.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN GIVEN BY NORTHWEST I OR ITS AFFILIATES.
Whitcomb knows of no other additional matters that will be presented at the
Meeting.
THE DATE OF THIS PROXY STATEMENT IS [____________], 1999.
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TABLE OF CONTENTS
PAGE
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SUMMARY ................................................................................... 2
The Seller -- Super 8 Motels Northwest I........................................... 2
The Buyer - Columbus Properties L.L.C.............................................. 2
Affiliated Parties................................................................. 2
Offers by Columbus for Motel Properties Owned by Northwest II, Lacy, Anchorage
and Tongass................................................................. 3
Date, Time and Place of Meeting.................................................... 3
Purpose of the Meeting............................................................. 4
Merger Consideration............................................................... 4
Required Vote by Unitholders; Beneficial Ownership................................. 4
Persons Making the Solicitation; Expenses.......................................... 4
Revocability of Proxy.............................................................. 4
Effect of the Merger............................................................... 4
Effective Time of the Merger....................................................... 5
Payment of Merger Consideration; Loan Commitment................................... 5
Opinion of Financial Advisor....................................................... 5
Independent Appraisal of Motel Properties.......................................... 5
Material Federal Income Tax Consequences........................................... 5
Dissenters' Rights of Appraisal.................................................... 5
Market Information - Northwest I................................................... 6
WHERE YOU CAN FIND MORE INFORMATION........................................................ 7
SPECIAL FACTORS............................................................................ 8
Conflicts of Interest; Procedural Safeguards....................................... 8
Fairness of the Transaction........................................................ 9
An Independent Committee Did Not Review the Merger Proposal........................ 11
Source and Amounts of Merger Consideration and Expenses............................ 11
Plans or Proposals By Issuer Or Affiliates Following Merger........................ 11
Opinion of Financial Advisor....................................................... 11
Interest of Affiliates in Matters to Be Acted Upon; Past Contracts and
Agreements.................................................................. 12
Management and Operations of Northwest I Following Merger.......................... 12
Business Valuation of Northwest I by Exvere........................................ 12
Appraisal of Sea-Tac and Federal Way Properties by McKee & Schalka................. 15
BACKGROUND OF THE TRANSACTION.............................................................. 18
Reasons for the Merger............................................................. 18
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TABLE OF CONTENTS
(continued)
PAGE
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Background of the Merger; Alternatives Considered; Attempted Sale of Motel
Properties to Unaffiliated Third Party...................................... 18
Acquisition of Motel Properties by Columbus........................................ 19
Acquisition of Northwest I by Columbus; Approach to Determination of Merger
Consideration............................................................... 20
OPINION OF FINANCIAL ADVISOR............................................................... 21
THE MERGER AGREEMENT....................................................................... 26
MATERIAL FEDERAL INCOME TAX CONSEQUENCES................................................... 30
DISSENTERS' RIGHTS OF APPRAISAL............................................................ 32
INFORMATION ABOUT THE SELLER - NORTHWEST I................................................. 35
INDEX TO FINANCIAL STATEMENTS.............................................................. F-1
ANNEXES
Merger Agreement...................................................................... ANNEX I
Opinion of Financial Advisor.......................................................... ANNEX II
Dissenters' Rights Statute............................................................ ANNEX III
Comparison of Values.................................................................. ANNEX IV
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SUMMARY
The following is a summary of the proposed Merger of Northwest I with and
into Columbus, as described below, and contains information about the Meeting.
While complete in all material respects, this summary is qualified by reference
to the detailed information appearing elsewhere in this proxy statement and the
attached annexes. You should carefully read all of these materials.
THE SELLER -- SUPER 8 MOTELS NORTHWEST I
Northwest I is in the business of owning two Super 8 Motels in the Sea-Tac
and Federal Way areas of King County, Washington. Gerald L. Whitcomb is its sole
general partner.
THE BUYER - COLUMBUS PROPERTIES L.L.C.
The proposed buyer is Columbus (formerly Whitcomb Family L.L.C.), a
privately-owned Washington limited liability company formed in 1995. Columbus is
100% owned by Whitcomb. Columbus currently owns and operates four Super 8
Motels: Ferndale Super 8 Motel, in Ferndale, Washington; Redmond Super 8 Motel,
in Redmond, Oregon; Roseburg Super 8 Motel in Roseburg, Oregon; and Woodburn
Super 8 Motel, in Woodburn, Oregon. The principal executive office of Columbus
is located at 7515 Terminal Street, S.W., Tumwater, Washington 98501.
Its telephone number (360) 943-8000.
AFFILIATED PARTIES
Whitcomb and The Peninsula Group, Incorporated ("PGI"), which is 100%
owned by Whitcomb, are also the general partners of five other limited
partnerships engaged in the business of owning and operating Super 8 Motels.
PGI (formerly Super 8 Motels Northwest, Inc.) was formed in 1976 to develop the
Super 8 Motel franchise system in the states of Washington, Oregon, and Alaska.
Whitcomb and/or PGI are the general partners of the following five additional
limited partnerships: Peninsula Motel Associates Northwest, a Washington
limited partnership ("Peninsula"); Super 8 Motels Northwest II, a Washington
limited partnership ("Northwest II"); Super 8 Motels of Lacey Associates, a
Washington limited partnership ("Lacey"); Anchorage Motel Associates, a
Washington limited partnership ("Anchorage"); and Juneau Motel Associates, a
Washington limited partnership ("Juneau'). Peninsula, which owns 13 Super 8
Motels, is 100% owned by the Whitcombs. Lacey (1 Super 8 Motel), Anchorage (1
Super 8 Motel), and Juneau (1 Super 8 Motel) are privately-owned and have
unaffiliated limited partners. Northwest I (2 Super 8 Motels) and Northwest II
(3 Super 8 Motels) are public companies with approximately 1,050 and 900
limited partners, respectively. Whitcomb is also a partner in Tongass Motel
Associates, an Alaska general partnership ("Tongass"), which owns 1 Super 8
Motel and Peninsula Properties Partnership, a Washington general partnership
("Peninsula Properties"), which owns 1 Super 8 Motel. Whitcomb owns 1% of
Northwest I in his capacity as general partner and also owns 62 limited partner
Units, or an additional 1% interest.
Whitcomb has served as a general partner of Northwest I since inception. Mr.
Whitcomb, who leads the day-to-day operations of the various partnerships, has
20 years of experience in the hospitality industry, owning and operating motels
and serving as general partner of limited partnerships that own and operate
motels.
PGI owns 100% of Peninsula Management Northwest Inc., a Washington
corporation ("Peninsula Management"), which was formed in 1979 to provide
administrative and motel management services for the 27 motels owned by the
various partnerships and by the Whitcombs.
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The services that Peninsula Management provides include business and marketing
services, accounting and payroll, maintenance, and human resources. Peninsula
Management does not own any real estate and does not own any interest in any
of the limited partnerships, including Northwest I.
PGI also owns 100% of Peninsula Development Services, Inc., a Washington
corporation ("Peninsula Development"), which is a general contractor formed in
1976 and licensed in Washington, Oregon and Alaska. Peninsula Development is
responsible for the development, new construction, and some renovations of
motels managed by Peninsula Management.
[FLOWCHART]
OFFERS BY COLUMBUS FOR MOTEL PROPERTIES OWNED BY NORTHWEST II, LACY, ANCHORAGE
AND TONGASS
Contemporaneously with the proposed Merger, Columbus is making merger
proposals to the limited partners of Northwest II, Lacey, Anchorage and Tongass
for the acquisition of a total of 6 additional Super 8 Motels. Other than the
merger consideration per unit, the terms of the merger proposals for the
acquisition of the Super 8 Motels owned by these partnerships are substantially
the same.
DATE, TIME AND PLACE OF MEETING
The Meeting will be held at the offices of Graham & James LLP/Riddell
Williams P.S., 1001 Fourth Avenue Plaza, Suite 4500, Seattle, Washington 98154
on February [ ], 1999 at 11:00 A.M. Unitholders as of January 6, 1999 will
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]be entitled to notice of and to vote at the Meeting. Unitholders of record on
that date are entitled to one vote per Unit held by them on each matter properly
presented at the Meeting.
PURPOSE OF THE MEETING
The Whitcombs, through Columbus, propose to purchase Units owned by
Unitholders of Northwest I in exchange for the Merger Consideration. To
accomplish this, Unitholders are being asked to approve the proposed Merger.
MERGER CONSIDERATION
The Merger Consideration is $1,609 per Unit for each Unit exchanged in the
Merger.
REQUIRED VOTE BY UNITHOLDERS; BENEFICIAL OWNERSHIP
The limited partnership agreement of Northwest I does not specifically
address the vote required in the event of a merger. The Northwest I limited
partnership agreement does, however, require that transactions between Northwest
I and Whitcomb with respect to partnership property be approved by 66% of the
outstanding Units. Whitcomb therefore deems it advisable to require approval of
the Merger by 66% of outstanding Units at the Meeting.
Each Unit counts as one vote at the Meeting.
As of January 6, 1999 there are approximately 1,050 Unitholders with
respect to the 6,000 outstanding Units. As of December 31, 1998 no person or
group of related persons was known by Northwest I to be the beneficial owner of
more than 5% of the Units. The Whitcombs beneficially own approximately 1% or
62 of the Northwest I Units, and 99% of the Northwest I Units are owned by
unaffiliated Unitholders. The Whitcombs intend to vote their 1% beneficial
ownership of Units "FOR" the Merger.
PERSONS MAKING THE SOLICITATION; EXPENSES
This solicitation is being made by Whitcomb. Employees of Northwest I and
Whitcomb may also solicit proxies. Solicitation may be made either in person, by
telephone, or by other electronic means. Solicitation may be made by paid
solicitors. Costs of solicitation, estimated to be less than $5,000, will be
borne by Columbus.
REVOCABILITY OF PROXY
If you are an Unitholder as of January 6, 1999 and attend the Meeting,
you may change your vote in person even if you have previously mailed a proxy
card. You may also change your vote by sending us a later dated properly
executed proxy card.
EFFECT OF THE MERGER
If 66% of the outstanding Units are voted to approve the Merger, and all
required conditions are satisfied or waived, the Merger will be consummated and
Northwest I will be merged into Columbus (sometimes hereinafter referred to as
the "Surviving Company"). Unitholders will receive the Merger Consideration in
exchange for their Units, which Units will then be cancelled. Northwest I's
status as a public company will terminate upon the filing of a Form 15 with the
Securities and Exchange Commission ("SEC"). The benefits of the Merger to
Unitholders are (1) that you will have an immediate exit strategy, whereas
previously there has been no public market for your Units, and (2) that you will
be paid a price for your Units in cash. The detriment of the transaction to
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Unitholders is that you will forego the opportunity to continue to participate
as an investor in Northwest I, including the right to quarterly distributions
and potential appreciation of its assets over time.
EFFECTIVE TIME OF THE MERGER
The Merger will become effective following the Meeting if all required
conditions have been satisfied or waived, upon filing the required documents
with the Secretary of State of the State of Washington. It is anticipated that
the required documents will be filed at the earliest on the first business day
following the Meeting and at the latest on the last business day of the month in
which the Meeting occurs.
PAYMENT OF MERGER CONSIDERATION; LOAN COMMITMENT
[ ] has been selected to act as paying agent to facilitate the exchange of
Units for cash. As soon as practicable after the effective date of the Merger, [
] will mail a letter of transmittal, along with any required forms, to you
requesting that you send in such completed forms. Upon receipt of the required
forms, [ ] will send you the Merger Consideration, without interest. The entire
process should take less than 30 days.
Columbus has obtained a commitment letter from U.S. Bank, subject to
customary conditions, to lend Columbus sufficient funds to consummate the Merger
and to pay the Merger Consideration to the Unitholders.
OPINION OF FINANCIAL ADVISOR
Ragen MacKenzie Incorporated ("Ragen MacKenzie"), has been retained by
Northwest I to act as its financial advisor. Ragen MacKenzie has delivered its
opinion to the effect that the Merger Consideration is fair to the Unitholders
from a financial point of view.
INDEPENDENT APPRAISAL OF MOTEL PROPERTIES
The appraisal firm of McKee & Schalka ("McKee"), Seattle, Washington, have
appraised the Northwest I motel properties and have issued their report dated
December 31, 1998.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
This is a taxable transaction. The receipt of cash in exchange for Units
pursuant to the Merger will be a taxable transaction for federal income tax
purposes and may also be a taxable transaction under applicable state, local and
foreign tax laws. Accordingly, you will recognize a gain or loss on the
conversion of Units in the Merger to the extent of the difference between the
amount realized and your adjusted basis in the Units sold. See "Material Federal
Income Tax Consequences" beginning on page 30 of this proxy statement.
DISSENTERS' RIGHTS OF APPRAISAL
You have statutory dissenters' rights of appraisal with respect to your
Units. You may demand an appraisal of the fair value of your Units and payment
in cash according to the procedures as described in Article 14, Chapter 25.10 of
the Revised Code of Washington in lieu of accepting the Merger Consideration.
"Fair value" may be greater than, less than, or the same as the Merger
Consideration offered. If you desire to preserve your dissenter's rights, you
must either not vote, or if
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you execute a proxy you must vote "AGAINST" approval of the Merger or "ABSTAIN"
from voting. Voting "FOR" or delivering an unmarked proxy will, unless revoked
prior to the vote on approval of the Merger, constitute a waiver of your
dissenter's rights. See Annex III to this proxy statement which contains the
full text of Article 14.
MARKET INFORMATION - NORTHWEST I
Northwest I went public in 1980 through a $6 million, best efforts, offering
that closed after full subscription in 1982. The units are registered under
Section 12(g) of the Securities and Exchange Act of 1934, pursuant to which
Northwest I files reports with the SEC. Northwest I did not apply to have the
Units quoted on Nasdaq or on an exchange as it was never intended that an active
trading market for the Units would develop. Accordingly, there has never been an
active trading market in the Units and there have been no significant
transactions between private parties that would establish an accurate market
price for the Units. Over the past 18 months, Whitcomb has repurchased [ ] units
from [ ] investors on a voluntary basis, at prices ranging between $1,100 and
$1,300 per unit.
The limited partnership agreement of Northwest I provides for an agreed-upon
rate of return of 10% per year which has been paid to the limited partners
including distributions of cash in the amount of $600,000 per year in 1997,
1996, and 1995, respectively. The Merger Agreement provides that Northwest I
will make an additional distribution to Unitholders of $225,000 for 1998 on or
before January 31, 1999, with the aggregate distributions to Unitholders
relating to 1998 being $900,000. Since the inception of the Northwest I, the
limited partners have received, in the aggregate, distributions totaling
$375,121 more than the required 10% per year return.
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WHERE YOU CAN FIND MORE INFORMATION
Northwest I files reports with the SEC on a regular basis. You may read or
copy any document that Northwest I files with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information about the Public Reference Room by calling the SEC for further
information at 1-800-SEC-0330. Northwest I's SEC filings are also available from
the SEC's web site at www.sec.gov.
Whitcomb and Columbus, the proposed buyers in the Merger, are affiliates of
Northwest I. Accordingly, they have jointly filed with the SEC a Schedule 13E-3
with respect to the "going private transaction" described herein. This proxy
statement does not contain all of the information contained in the Schedule
13E-3, some of which is omitted as permitted by SEC rules. Statements made in
this proxy statement, while complete in all material respects, are qualified by
reference to documents filed as exhibits to the Schedule 13E-3. The Schedule
13E-3, including exhibits, is available for inspection and copying at the SEC as
described above.
Columbus is not a public company and is not otherwise required to file
reports of any type with the SEC.
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SPECIAL FACTORS
Unitholders are urged to consider a number of special factors that apply to
the Merger in addition to other information in this proxy statement.
CONFLICTS OF INTEREST; PROCEDURAL SAFEGUARDS
Whitcomb faced substantial conflicts of interest in proposing, negotiating
and structuring the Merger. On the one hand, as the general partner of Northwest
I, he owes unaffiliated Unitholders certain fiduciary duties. On the other hand,
Columbus, as the prospective acquiror of Northwest I, which is owned by
Whitcomb, has an interest in not paying more than is fair for the Units acquired
in the Merger. Whitcomb also selected McKee and Ragen MacKenzie. Limited
partners were not independently represented in the negotiation of the Merger
Agreement. While these conflicts can not be eliminated, to deal with and
mitigate the conflicts of interest, a number of procedural safeguards were
implemented:
o Ragen MacKenzie was retained to act as financial advisor to Northwest I
and has rendered its opinion as to the fairness to the Unitholders, from
a financial point of view, of the Merger Consideration.
o An independent appraisal by McKee of the two Super 8 Motels owned by
Northwest I was commissioned in November 1998. The McKee appraisal of
these two motels is part of a larger appraisal of 26 Super 8 Motels, and
will be relied upon by U.S. Bank to determine its loan to value ratio in
connection with Columbus' acquisition of the limited partnerships.
o The law firm of Foster Pepper & Shefelman ("Foster Pepper"), 1111 Third
Avenue, Suite 3400, Seattle, Washington, 98101, (206) 447-4400, was
retained by Northwest I to act as independent counsel with respect to
the Merger and to advise Unitholders concerning the terms of the Merger
Agreement. Mr. David R. Wilson, a partner in Foster Pepper will be
available at the Meeting to answer questions by Unitholders and will
also be available on February __, 1999, from _____ to ______ p.m. to
meet with or to take phone calls from Unitholders having questions about
the Merger. Foster Pepper has not been retained to render any opinion or
to otherwise pass upon the fairness of the transactions contemplated by
the Merger Agreement.
o Unitholders have statutory dissenters' rights of appraisal under
Washington law.
o Northwest I, Whitcomb and Columbus deem it advisable to require that the
Merger be approved by 66% of the Unitholders.
The procedural safeguards described above are listed in descending order of
importance, i.e., the first safeguard listed was given the most weight in the
determination that the proposed transaction is procedurally fair, although, as a
practical matter, this process is an approximation of the weight given to each
safeguard because each safeguard is relevant. While the conflicts of interest
cannot be eliminated, Northwest I, Whitcomb and Columbus believe that the steps
taken and to be taken constitute sufficient procedural safeguards for
Unitholders' interests and that the proposed transaction is procedurally fair.
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FAIRNESS OF THE TRANSACTION
Columbus and Whitcomb believe that the proposed Merger and the Merger
Consideration to be paid are substantively fair and in the best interests of
Unitholders. The material factors considered are generally listed below in
descending order of importance, i.e., the first factor listed was given the most
weight in the determination that the proposed transaction is substantively fair.
As a practical matter, however, this process is an approximation of the weight
given to each factor because each factor is relevant, some factors are of nearly
equal importance, and it is impossible to weigh each factor precisely:
o There is no established trading market for Northwest I Units, except as
created through sale or merger of Northwest I, which Whitcomb has been
unsuccessful in arranging to date. The average life of a limited
partnership investment is 10-12 years. Unitholders that have held their
Units since the beginning, have held their Units for almost 18 years,
with most Unitholders having held their Units for 15+ years. Whitcomb
believes that the circumstances of many Unitholders have changed over
the life of Northwest I and believes that Unitholders want an
opportunity to liquidate their investments. Heretofore, since there is
no established trading market, to dispose of their Units, Unitholders
have had to arrange private sales. This factor was considered important
because, in considering the alternatives to the Merger, it emphasizes
that there are limited opportunities available to create an exit
strategy for Unitholders. While Whitcomb has done so, he is not
obligated to purchase Units on a voluntary basis. The $1,609 per Unit
Merger Consideration is greater than the price paid by Whitcomb over the
last 18 months for Units tendered by Unitholders seeking to liquidate
their investment.
o Through December 31, 1998, Unitholders have received in excess of $10.3
million in the form of quarterly distributions. In addition, Unitholders
received an additional distribution from Northwest I in the aggregate
amount of $225,000 on January 31, 1999. Upon the sale of their Units as
described herein, investors will receive the Merger Consideration amount
of $1,609 per Unit. Whitcomb considered this important because the
Merger Consideration is greater than the September 30, 1998 $489 net
book value per Unit.
o In his efforts in 1998 to sell all of the motel properties owned by the
various partnerships, including those owned by Northwest I, to an
unaffiliated third party, Whitcomb did not secure any offers which he
deemed sufficient. As described in "Background of the Transaction,"
beginning on page 18 of this proxy statement, the best proposal received
by Exvere, Inc. ("Exvere") on Whitcomb's behalf for all of the Super 8
Motels was an aggregate cash amount of $80,000,000 ($84,000,000
including additional contingent purchase price based upon five year
future performance), which, if allocated on the basis of the Exvere
assigned values for the Northwest I motels set forth in the Exvere
valuation report described beginning on page 12 of this proxy statement,
would have resulted in a per Unit value, after costs of sale and payment
of Northwest I's liabilities, of $1,148 ($1,210 if the contingent
purchase price was earned) for the Northwest I Unitholders. Based upon
this method of allocating the best proposal received by Exvere, the
Merger Consideration offered is greater than the amount that would have
been received from this prior proposal. However, Whitcomb believes that
a purchaser of all of the motel properties may have adjusted the Exvere
assigned values when negotiating the allocation of the purchase price,
as a result of various factors affecting individual properties.
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Whitcomb believes that the McKee appraisals represent a more current
assessment of the values of the respective motel properties.
o The Merger Consideration offered to Unitholders is higher than the
$1,547 per Unit which Whitcomb estimates could be obtained, after costs
of sale and payment of Northwest I's liabilities, if Northwest I were to
individually sell the Sea-Tac and Federal Way motels to unaffiliated
third parties at the McKee appraised values.
o The Merger Consideration will be paid in cash;
o Northwest I has received a fairness opinion from Ragen Mackenzie that
the Merger Consideration is fair to the Unitholders from a financial
point of view;
o Liquidation of Unitholders' interest in Northwest I, rather than the
continued public ownership, is believed by Whitcomb to be consistent
with Northwest I's investment objectives;
o Unitholders have statutory dissenters' rights of appraisal under
Washington law.
o Although the motels are in good condition, they are now more than 16
years old and will soon require additional refurbishing. Whitcomb
believes that the funds for such expenditures would not be available
from Northwest I's cash flow without reducing future distributions to
limited partners.
o Northwest I's intention has always been to sell the properties when
market conditions warranted sale. It was never an investment objective
of Northwest I to hold the properties permanently.
Notwithstanding the foregoing, Unitholders should note that Whitcomb may
benefit from the Merger. This is most likely to occur if the value of the
properties increases beyond the appraised value or by improving cash flow from
the properties. Therefore, it is possible that Unitholders would receive a
greater return on their investment if Northwest I continued to own and operate
the properties and sold them at a later date, instead of consummating a sale
under the Merger proposal. It is also possible that Unitholders would fare worse
if they kept their Units and the value of the properties declined.
Factors that militate against the proposed Merger are Whitcomb's decision
not to initiate another marketing process, the lack of an independent committee
to review the Merger Consideration offered by Columbus, and the possibility that
the continued ownership of the Units could be more economically beneficial than
a sale if the value of the properties were to rise or cash flow from the
properties were to increase.
Whitcomb believes that the Merger, even though it is an affiliated
transaction that was not initiated by the Unitholders, is consistent with
Unitholders' desire for a broad-based exist strategy. Therefore, Whitcomb and
Columbus believe that the factors listed above in favor of the transaction
outweigh negative considerations.
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AN INDEPENDENT COMMITTEE DID NOT REVIEW THE MERGER PROPOSAL
Northwest I does not have its own governing body, similar to a board of
directors, that manages its day-to-day business and operations. The business and
operations of Northwest I are managed by Peninsula Management, which is
indirectly wholly-owned by Whitcomb, who also owns Columbus, the proposed buyer.
Although there are approximately 1,050 investors of record, Northwest I does not
have any single Unitholder or groups of related Unitholders that own significant
amounts of Units from which to readily identify a suitable independent
committee. Therefore, an independent committee was not reasonably available and,
considering the size of the transaction, the prior offers, the valuation by
Exvere, the appraisals by McKee, the fairness opinion and the other procedural
safeguards described above, an independent committee was not considered
warranted in this case.
SOURCE AND AMOUNTS OF MERGER CONSIDERATION AND EXPENSES
The total amount necessary to pay the Unitholders the Merger Consideration
is approximately $9.6 million. As described above, Columbus is also making
similar merger proposals to acquire for cash the partnership interests in
Anchorage, Northwest II, Lacey, and Tongass, subject to any required approvals
under state law. Columbus expects to fund the Merger, and the other proposed
acquisitions, through secured bank loans from U.S. Bank. On behalf of Columbus,
Whitcomb has entered into a loan commitment letter, subject to customary terms
and conditions, and a rate lock agreement with U.S. Bank, which will provide the
necessary financing at a fixed rate of interest, provided the transaction closes
by April 2, 1999. The loan transaction covers 26 motels, 23 as part of a loan
package, with separate loans for Lacey, Bremerton and Yakima. The 23 motels in
the large loan package include eleven in Oregon, three in Alaska and nine in
Washington, owned by Peninsula (13), Columbus (4), Anchorage (1), Tongass (1),
Northwest I (2), Northwest II (1), and Peninsula Properties (1). The loans with
U.S. Bank will be based on real estate appraisals recently made by McKee. The
loans are expected to be repaid out of cash flows from the properties, unless a
sale or sales of the properties or businesses is consummated. Columbus will pay
the costs and expenses incident to the loans. The total amount of costs and
expenses incurred in connection with the Merger and the other mergers with the
other partnerships and the transactions contemplated thereby, including costs
and expenses incident to the U.S. Bank loans, is estimated to be an aggregate of
approximately $1.9 million. The U.S. Bank commitment is not conditioned on
completing all of the acquisitions contemplated by Columbus, but are expected to
be available to finance any acquisitions that are made.
PLANS OR PROPOSALS BY ISSUER OR AFFILIATES FOLLOWING MERGER
As general partner, Whitcomb unsuccessfully attempted in early 1998 to
arrange the sale of Northwest I's Super 8 Motels, along with those owned by the
other partnership, in an arm's length transaction with an unaffiliated buyer.
The primary purpose of the Merger is for Whitcomb to provide an exit strategy
for Unitholders by acquiring the outstanding Units of Northwest I. Neither
Columbus nor Whitcomb have any specific plans for the sale or disposition of the
assets or any material change in the business of Northwest I following the
Merger. Columbus will, however, continue to evaluate any proposals and may sell
or dispose of assets if attractive terms are offered. There are presently no
arrangements or proposals to do so, however.
OPINION OF FINANCIAL ADVISOR
Ragen MacKenzie was retained by Northwest I to act as its financial advisor
for Unitholders in connection with the Merger. Ragen MacKenzie delivered its
opinion to Northwest I dated December
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31, 1998, to the effect that, as of that date and based on the procedures
followed, factors considered and assumptions made by Ragen MacKenzie as set
forth therein, the Merger Consideration to be paid to Unitholders pursuant to
the Merger Agreement is fair from a financial point of view. See "Opinion of
Financial Advisor" beginning on page 21 of this proxy statement. The full text
of the Ragen MacKenzie opinion is attached as Annex II to this proxy statement.
Read the opinion carefully.
INTEREST OF AFFILIATES IN MATTERS TO BE ACTED UPON; PAST CONTRACTS AND
AGREEMENTS
Beneficial Ownership
The Whitcombs beneficially own approximately 1% of the Units of Northwest I.
General Partner Fee to Whitcomb
Under the limited partnership agreement, Northwest I agrees to pay fees for
Whitcomb's management services. In accordance with the agreement, the obligation
to provide management and to recoup management fees was assigned by Whitcomb to
Peninsula Management. Peninsula Management receives a fee equal to 5% of the
partnership's gross revenues from motel operations in addition to reimbursement
of certain out-of-pocket cost incurred by Peninsula Management in connection
with management of the property. Payment of fees to Peninsula Management is
subordinated to receipt by investors of a cumulative, pre-tax return on their
adjusted capital investment of 10% per annum. Effective July 1, 1992, Northwest
I began paying monthly the current management fees. Unpaid management fees
relating to 1990 and prior years, totaling $605,348, were paid in 1997. In
fiscal years ended December 31, 1995, 1996 and 1997, and the nine-months ended
September 30, 1998, the management fees paid to Peninsula management were
$115,938, $148,864, $149,011and $123,274, respectively. Peninsula Management
also receives reimbursement for direct operating expenses of motels under a
pooling arrangement, whereby each motel is billed directly for its pro rata
share of operating expenses.
License Fee Rebate
PGI has a license agreement with Super 8 Motels, Inc. under which it
acquired the exclusive territorial rights to develop Super 8 Motels and
franchises in the states of Washington, Oregon, and in four cities in Alaska
through November 2006. Super 8 Motels developed within this three state area
enter into franchise agreements directly with Super 8 Motels, Inc. As owner of
this exclusive territorial license, PGI receives a franchise fee rebate from
Super 8 Motels, Inc. on each motel The franchise fee rebates paid on the Sea-Tac
and Federal Way motels owned by Northwest I are equal to 1% of room revenues. In
fiscal years ended December 31, 1995, 1996 and 1997, and the nine-months ended
September 30, 1998, franchise fee rebates paid to PGI with respect to these two
motels was $22,224, $28,548, $28,292 and $23,768, respectively.
MANAGEMENT AND OPERATIONS OF NORTHWEST I FOLLOWING MERGER
It is anticipated that the motels owned by Northwest I will continue to be
managed by Peninsula Management following the Merger unless Columbus determines
to engage an independent third party management company.
BUSINESS VALUATION OF NORTHWEST I BY EXVERE
The following is a summary of the material methodologies, conclusions, and
assumptions used by Exvere in its business valuation report on Northwest I dated
February 27, 1998. The information and
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conclusions in the report were as of June 30, 1997. The Exvere valuation report
was obtained for the purpose of deciding whether or not to attempt to market the
motel properties. As indicated above, the marketing effort to sell the motel
properties to an unaffiliated third party did not result in any offers that
Whitcomb considered sufficient. Although the Exvere business valuation was
provided to Whitcomb in connection with the marketing effort, it was not used by
Columbus as the basis for determining the Merger Consideration and Northwest I
has not used such report in determining whether or not the Merger Consideration
is fair to Unitholders. Nevertheless, because the Exvere valuation report was
received by Whitcomb, under applicable SEC rules the valuation report must be
disclosed and described herein.
The appraisal was based on information obtained by Exvere during
conversations with key individuals, copies of financial statements, and
estimates of costs furnished by Northwest I. The appraisal also included
consideration of other information, such as that related to transactions in the
private and public markets.
Exvere's approach was to arrive at Total Invested Capital (TIC), and then
arrive at a "net equity value" by backing out of TIC cash and cash equivalents,
current liabilities and certain interest bearing indebtedness and preferred
stock. Under this approach, TIC is the sum of the market equity of the company
(determined through one of the methods described below) and the fair market
value of interest-bearing debt both short-term and long-term. If TIC is being
valued, it assumes that seller receives TIC value for the company and takes the
company's cash and cash equivalents, but is obligated to pay off all
interest-bearing debt and preferred stock, and buyer assumes the adjusted net
operating working capital position in non-current liabilities. Net operating
working capital is defined as "all current assets except cash, less all current
liabilities except interest-bearing debt."
Exvere initially considered eight valuation methods, which ranged in value
from $6.7 million to $12.0 million. Exvere considered the four most appropriate
methods to be: (i) Publicly Traded Comparatives Approach; (ii) Market Data
Approach; (iii) Capitalization of Earnings Approach; and (iv) Asset Accumulation
Approach.
Publicly Traded Comparatives Method
Under the Publicly Traded Comparatives Approach, a relationship was drawn
between a publicly traded company's stock price in the market place as it
relates to its revenue, earnings, cash flow and/or book value, and then the
compared figures of the comparable companies were applied against the figures of
Northwest I to arrive at a proportional estimation of value based upon the
comparable companies. Using the Publicly Traded Comparatives Approach, the
calculation of value on a debt-free basis resulted in a total pre-adjusted TIC
of $11,702,000. After deducting interest-bearing debt at market of $1,319,000
and normalized non-current liabilities of $442,000, this approach resulted in a
pre-adjusted net equity value of $9,941,000. Similar calculations using weighted
averages, a regression trend analysis, and a forecast yielded values of $9.6
million, $8.5 million, and $9.1 million, respectively.
Market Data Approach
Exvere compiled a list of 46 businesses with comparable statistics similar
to Northwest I. Equal weight was applied to the median, historic and expected
revenue, and the normalized EBIT multiples, as the weighting is fairly
consistent with the Publicly Traded Comparatives Approach described above.
Additionally, the multiples were chosen to conform with that derived from a
regression analysis of earnings and multiples derived from two alternate,
private transaction sources. Multiples
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of book were excluded, to deal with the uncertainty of how many of the private
transactions included the land component. Under the Market Data Approach, the
calculation of pre-adjusted net equity value was determined by Exvere to be
$11,100,000.
Capitalization of Earnings Approach
The Capitalization of Earnings approach assumes that an equally desirable
substitute for the business being valued would be one that had similar
investment characteristics but not necessarily one that was similar from a
physical or operational standpoint.
Exvere followed the following sequence of steps: first, to determine the
appropriate earnings based capitalized, and then the amount of return
attributable to the business or property to be appraised; second, identify other
types of investments that are similar with regard to investment criteria,
including liquidity, expectation of growth or shrinkage of principal amount,
burden of management, and risk; and third, use the rate of return actually
provided by comparable investments to capitalize the amount of return from the
business to be appraised, thus arriving at an estimate of the value of the
business. Under the Capitalization of Earning Approach, and assuming a
capitalization rate of 16.5%, Exvere arrived at a pre-adjusted net equity value
of $6,128,000. This conclusion assumes that a reasonable long-term compound
annual growth rate (CAGR) for Northwest I over the next 20 years is 5.7%.
Asset Accumulation Approach
The Asset Accumulation Approach was used to arrive at an estimate of the
total value by estimating the cost of duplicating (replacing) the individual
elements of the business or other property being appraised, item by item, asset
by asset. In the case of Northwest I, however, premiums were derived from market
data provided by industry sources, which made an estimate of goodwill possible.
The average premium for the economy and budget class motels was determined to be
23.5%. Considering replacement cost of an initial investment in a 60-room new
construction facility, Exvere arrived at a net equity value under the Asset
Accumulation Approach of $10,720,000.
Reconciliation and Conclusions of Exvere
The final step in the valuation process was to reconcile the various
valuation techniques and coming to conclusions on the fair market value of
Northwest I. Here, Exvere gave 25% weight to each of the Comparative Publicly
Traded Companies Approach, Market Data Approach, Capitalization of Earnings
Approach, and the Asset Accumulation Approach. Based upon Exvere's analysis, it
was determined that a gross fair market value of a 100% interest in Northwest I
was $10.5 million. After elimination of cash and debt the net equity was $9.22
million.
Qualifications of Appraiser and Availability of Report
Exvere is a financial advisory firm that was founded in 1992 to advise
Northwest businesses on capital transactions such as mergers, acquisitions, and
in areas of corporate finance. Exvere was selected to provide an independent
valuation in connection with a possible sale of the business to an unaffiliated
third party on the strength of its reputation in the Northwest in the field of
valuation analysis. During the past two years, Exvere and Northwest I have not
had any material relationship.
A copy of the Exvere valuation is available for inspection and copying at
the principal executive offices of Northwest I during regular business hours by
any interested unit holder or his designated
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representative. A copy of the Exvere business valuation will be sent to you, at
cost, upon your written request for us to do so.
APPRAISAL OF SEA-TAC AND FEDERAL WAY PROPERTIES BY MCKEE & SCHALKA
In connection with extending credit for the acquisition of Northwest I, U.S.
Bank commissioned an independent appraisal of 26 of the Whitcomb/PGI-managed
motel properties, including the SeaTac and Federal Way motel properties owned
by Northwest I. U.S. Bank selected McKee & Schalka ("McKee"), Real Estate
Appraisers & Consultants, Inc. of Seattle, Washington, to appraise the 23
properties located in Washington and Oregon. This appraisal firm was selected
based upon their expertise in the field of commercial real estate appraisals,
with specific experience in the appraisal of lodging properties.
The following is a summary of the material, methodologies, conclusions,
and assumptions used by McKee in its appraisal reports to the U.S. Bank. No
limitations were placed on the McKee appraisals. The appraisals use both the
Sale Comparison Approach and Income Approaches to value. The Cost Approach was
not employed in the valuation process since it would not have signigicant
bearing on the reconciled market value of the properties. For existing
established motel properties of the size and age of the SeaTac and Federal Way
motel properties, purchasers are primarily interested in the income
characteristics and market price for similar properties. For the Sale
Comparison Approach, McKee reviewed a wide variety of hotel transactions in
Washington and Oregon, and used at least four sale comparisons in each report
for direct comparison to the motel properties. The McKee appraisals considered
the Income Approach compelling based on a detailed income and expense history
for each property over the past several years, as well as a recent local and
regional market analysis. The Income Approach also considered income and
expense comparisons, and market rent comparisons in the estimate of net
operating income. Emphasis was also placed on the Income Approach because of
the reliability of the data and the fact that hotel properties are income
properties.
In the course of conducting their appraisal, McKee conducted a physical
inspection of the motel properties. McKee also evaluated the local neighborhood
and surrounding areas; surveyed the competitive lodging facilities within the
markets; and reviewed historical data and income and expenses for other similar
properties. McKee spoke with the owner of the properties, managers and other
property managers, owners and government officials within this market. McKee
researched and evaluated the sales of other lodging facilities, both locally
and throughout the Pacific Northwest.
In comparison to the Exvere business valuation which focused on the business
of Northwest I as a whole without addressing the individual underlying
properties of the SeaTac and Federal Way motel properties, the McKee appraisal
focused solely upon the individual properties of the Sea-Tac and Federal Way
motels.
Sale Comparison Approach
The Sale Comparison Approach uses analysis and sales of comparable improved
properties to derive units of comparison that are then used to indicate a value
for the subject property. McKee
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conducted a broad search for sales of comparable improved properties,
including most major markets in Washington State. The selection of comparisons
included considerable emphasis and understanding of the sales of properties
McKee previously appraised. The primary units of comparison used in this
analysis were price per room, price per square foot and gross income multiplier
(GIM). In addition McKee analyzed the capitalization rates for comparable
transactions, which were also used in the subsequent Income Approach Analysis.
The most comparable transactions (based on size and similar financial
characteristics) involving Washington State motel/hotel properties considered
comparable by McKee were then analyzed and adjusted relative to the subject
properties. The SeaTac sales indicated a range of values on a price per room
from approximately $51.000/room to $70.000/room, price /sf from $101/sf to
$200/sf, and GIM indications from 3.6 to 4.2. The Federal Way sales indicated
a range of values on a price per room from approximately $38,000/room to
$56,000/room price /sf from $99/sf to $146/sf, and GIM indications from 3.6 to
4.2. The majority of these transactions occurred in 1997 or 1998, and typically
represented transactions of limited service motels, or full service motels
where applicable within a specific market. The appraisal conclusions are
consistent with the ranges indicated by these companies.
Income Approach
The purpose of the Income Approach is to value an income property by
analyzing likely future income and expenses to the property. In this case, McKee
employed a Direct Capitalization Analysis by dividing an annual forecast Year 1
net operating income (NOI) by an appropriate capitalization rate, which McKee
believed to be 11.5% for the SeaTac property and 10.25% for the Federal Way
property. McKee relied on a variety of sources as the basis of the forecast of
NOI, including an analysis of each of SeaTac and Federal Way historical income
and expenses. McKee also used expense comparisons for estimating individual
expense items. Based upon an average room rate of $65 and 66% occupancy, the
Income Approach value of the SeaTac motel property is $7,600,000. Based upon an
average room rate of $49 and 63% occupancy, the fee simple Income Approach
value of the Federal Way motel property is $3,870,000.
Reconciliation and Conclusions of McKee
The final step in the McKee appraisal process was to reconcile the Sale
Comparison Approach and the Income Approach values to arrive at a final value
conclusion. The primary consideration to reconcile the two approaches are the
reliability of the data used and the applicability of each method for valuing a
particular property. Here, after reconciling the various factors, McKee arrived
at a final appraised value for the SeaTac property of $8,300,000, and the
Federal Way property of $4,000,000.
The value estimates are commensurate with a reasonable marketing and
exposure time of one year. The market values include furnishings, fixtures, and
equipment (F,F,&E), including both permanently affixed real estate, and
personal property. The contributory value of F,F,&E for the SeaTac property is
estimated to be $260,000, which includes personal property of $180,000. The
contributory value of F,F,&E for the Federal Way property is estimated to be
$300,000, which includes personal property of $210,000.
Qualifications of Appraiser and Availability of Report
McKee is a real estate appraisal and consulting firm specializing in
providing valuations for commercial real estate. This appraisal firm has a very
strong reputation in the appraisal of complex commercial real estate including
lodging facilities. McKee was selected by U.S. Bank to provide an independent
appraisal of all of the Whitcomb/PGI managed motels in Washington and Oregon in
connection with extending financing for the acquisitions. The McKee & Schalka
Appraisal firm has prepared a number of appraisals of Super 8 properties over
the last eight years. Almost all of these appraisals were conducted at the
request of various lending institutions. The total amount of this appraisal
work was a nominal percentage of the firm's work during this period and no
employee at the appraisal firm has any financial interest in any of these
properties.
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Copies of the McKee real estate appraisals for the SeaTac and Federal Way
motel properties is available for inspection at the principal
executive offices of Northwest I during regular business hours by any interested
Unitholder or his designated representative. A copy of the McKee appraisal will
be sent to you, at cost, upon your written request for us to do so.
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BACKGROUND OF THE TRANSACTION
REASONS FOR THE MERGER
Northwest I was formed in 1980 and was capitalized through a $6 million best
efforts, minimum/maximum offering with the assistance of selected broker-dealers
in the Northwest. The offering commenced in 1980 and was successfully completed
after full subscription in 1982. Since October 1982, Northwest I has made
distributions to Unitholders which, in the aggregate, exceed the 10% return per
year required by the partnership agreement. Northwest I did not apply to have
its units quoted on Nasdaq, as it was never intended that an active trading
market would develop. At the same time, the units have been registered under the
Securities and Exchange Act of 1934 and Northwest I bears the significant
expenses of annually filing required documents and financial statements with the
SEC.
Whitcomb believes that the typical life of a limited partnership investment
in motels is 10-12 years. Most of Northwest I's Unitholders have held their
Units for more than 15 years. While Northwest I has met its objective of paying
investors a 10% annual return on their investment, other investment
opportunities may offer a rate of return that is as good or better than that
offered by Northwest I. Since the Units are not quoted on Nasdaq or listed on an
exchange, Unitholders are unable to sell their Units except under limited
circumstances. Accordingly, in response to unsolicited inquiries from
Unitholders seeking to liquidate their investment, Whitcomb has occasionally
purchased Units from Unitholders on a voluntary basis and, recently, Whitcomb
has been encouraged by some limited partners to create an exit strategy for all
Unitholders. While Whitcomb believes that the Merger proposal responds to
Unitholders' desire for liquidity, the Merger proposal was not initiated by
Unitholders. The primary purpose of the Merger proposal is to provide all
Unitholders with an opportunity to liquidate their investment in Northwest I at
a price that is fair to Unitholders, yet still attractive to Columbus and
Whitcomb.
BACKGROUND OF THE MERGER; ALTERNATIVES CONSIDERED; ATTEMPTED SALE OF MOTEL
PROPERTIES TO UNAFFILIATED THIRD PARTY
To facilitate an exit strategy for all Unitholders, Whitcomb first
considered a sale of all the limited and general partnerships' properties to an
unaffiliated third-party in an arm's length transaction.
To that end, there being no public market to value the units, Whitcomb
arranged for the valuation of all of the Whitcomb/PGI-managed partnerships,
including Northwest I, by Exvere in late 1997, which was completed in early
1998. Exvere concluded that a reasonable range of value for all 27 motels and
the other assets described below was between [ ] million and [ ] million. Exvere
also concluded that the Northwest I properties had a value within a range of
$6.6 million to $12.1 million with a selected gross value of $10.5 million. For
a description of the factors considered by Exvere in making its valuation, see
"Business Valuation of Northwest I by Exvere" beginning on page 12 of this proxy
statement.
Based upon the Exvere valuations, Whitcomb authorized Exvere to begin
marketing the portfolio of motels for sale. The assets offered for sale included
the 27 Super 8 Motels, as well as the stock of PGI and its subsidiary, Peninsula
Management, an Exclusive Territorial Agreement (aka "Master Franchise
Agreement") with Super 8 Motels and certain other assets. The terms of the
offering stipulated that any acquisition should be structured as a stock
purchase for PGI and its subsidiary, Peninsula Management, although the
acquisition of the partnership motels could be structured as an
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asset purchase. Each bidder was asked to indicate what the bidder would pay for:
(a) the motels and the stock of PGI and its subsidiary, Peninsula Management,
excluding the Exclusive Territory Agreement or (b) the motels and the stock of
PGI and its subsidiary, Peninsula Management with the Exclusive Territory
Agreement. Bidders were also told to assume that all existing debt would be paid
at closing, the sellers and purchaser would have to agree on the allocation of
purchase price, the sale would require the consent of the various entities'
partners, and that a purchaser would either have to enter into a new franchise
agreement with Super 8 Motels, Inc. or pay franchise termination fees.
Exvere prepared a confidential offering memorandum and sent it to
approximately 77 recipients. It received indications of interest from several of
the recipients, which led to receipt of two proposals that it considered to be
worthy of consideration. One of the proposals indicated an interest in buying
the motels and the PGI and the Peninsula Management stock and the Exclusive
Territory Agreement) for $80 million in cash at closing, plus the potential of
an additional $4 million in contingent payments based on future performance of
the motels over a five year period. If the proposed purchase price was allocated
on the basis of the Exvere assigned values for the Northwest I motels the
allocated proposed purchase price for the Northwest I motels would be $9.0
million (excluding the contingent purchase price). That bidder indicated that it
was also willing to pay $1 million in cash and $2 million in a promissory note
for the Exclusive Territory License owned by a Whitcomb affiliate. The second
proposal was from an entity which proposed $61 million in cash and $26 million
in securities to be issued by a REIT that was in the process of formation, for a
total price of $87 million for the motels and the Peninsula Management stock,
excluding the Exclusive Territory Agreement. Neither prospective buyer provided
any indication as to how it would propose to allocate the purchase price among
the various motel properties.
Whitcomb concluded that it was not in the best interests of the various
partnerships to sell their assets for less than an aggregate of $87 million in
cash, excluding the stock he owned in PGI and its subsidiaries (which own the
Exclusive Territory Agreement). He asked Exvere to try to get the offers
increased to $87 million for the motels only, but none of the interested parties
were willing to meet that price.
Accordingly, Whitcomb concluded that he should look for alternative ways to
achieve liquidity for the limited partners. After reviewing the options,
Whitcomb concluded that the partnerships would receive the best net return if he
could obtain financing to purchase all of the interests held by the other
investors in the partnerships. He believes that, as the general partner, he
could avoid certain transaction costs that a third party buyer would incur, and
that he could achieve certain economies of scale by structuring the acquisitions
in a manner that would result in a single ownership entity that was privately
held.
ACQUISITION OF MOTEL PROPERTIES BY COLUMBUS
Having concluded that the partnerships would receive the best net return if
he could obtain financing to purchase all of the interests held by the investors
in the partnerships, in a manner that would result in a single ownership entity
that was privately held, Whitcomb began working with bankers to secure financing
that would enable Whitcomb to purchase the unaffiliated partners' units in
Northwest I, Northwest II, Lacey, Tongass, and Anchorage, based on the appraised
price of the properties at the end of 1998.
Selling the various motel properties individually was not seriously
considered because it would be too expensive, too time consuming and Whitcomb
did not believe that it would yield the best results for investors in the
various partnerships.
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Accordingly, Whitcomb negotiated with U.S. Bank the terms of a loan
commitment dated November 18, 1998, under which U.S. Bank will provide a secured
loan to Whitcomb 75% of the appraised value of the motel properties:
The McKee appraisals, dated December 31, 1998, appraised various Super 8
Motels, including those owned by Northwest I, which they appraised at $12.3
million gross value ($8.3 million Sea-Tac and $4.0 million Federal Way) before
any reduction for liabilities or cost of sale. For a description of the factors
considered by McKee in making its appraisals, see "Appraisal of Sea-Tac and
Federal Way Properties by McKee & Schalka," beginning on page 15 of this proxy
statement.
ACQUISITION OF NORTHWEST I BY COLUMBUS; APPROACH TO DETERMINATION OF MERGER
CONSIDERATION
Whitcomb's attempts to sell the Super 8 Motels owned by the various
partnerships in a package sale to an unaffiliated third party were unsuccessful
because none of the expressions of interest or offers were sufficient to
generate a gross sales price of $87 million for the motel assets alone.
Accordingly, Whitcomb concluded that it would be in the best interest of the
various partnerships, including Northwest I, to structure a proposal whereby
Columbus would acquire the various motel properties pursuant to the proposed
mergers. Whitcomb believes that the proposed Merger will provide a higher net
value to Unitholder than could have been obtained for the Unitholders through a
sale of all of the motel properties as a package to an unaffiliated third party
or which could be obtained if each partnership were to undertake the sale of the
various motels on an individual basis based upon the McKee appraisals. In
formulating the offer by Columbus for the Northwest I properties, Whitcomb
concluded that the Merger Consideration offered to the Unitholders of Northwest
I should be higher than that which could have been obtained based upon the best
offer received by Exvere or which could be obtained through individual motel
sales based on the McKee appraisals, after consideration of the transaction
expenses which would be incurred in either alternative, such as commissions,
title insurance, real estate excise taxes, appraisals, fairness opinions, legal
fees and partnership wind-up cost.
Attached to this proxy statement as Annex IV is a schedule setting forth
Columbus' estimate of the net amount which would have been received per unit,
after costs of sale, for both the best offer received by Exvere and if Northwest
I were to sell the two Super 8 Motels owned by it in individual sales. For
purposes of comparison, current assets and liabilities and long-term debt of
Northwest I are as of September 30, 1998. The estimates of transaction costs for
the various alternatives are based upon Columbus' best estimates after
consultation with its advisors.
As shown on Annex IV to this proxy statement, the best offer received by
Exvere would have yielded an estimated per Unit value of $1,148 ($1,210 if the
contingent purchase price was earned) after transaction costs and payment of
liabilities. A sale of the motels on an individual basis by Northwest I at the
values determined by the McKee appraisals would yield an estimated per Unit
value of $1,547, after transaction costs and payment of liabilities as compared
to the $1,609 per Unit Merger Consideration.
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OPINION OF FINANCIAL ADVISOR
Whitcomb, on behalf of Northwest I and the Unitholders requested Ragen
MacKenzie to render its opinion as to whether the consideration to be paid by
Columbus pursuant to the Merger Agreement is fair, from a financial point of
view, to the Unitholders of Northwest I. Whitcomb retained Ragen MacKenzie based
upon its prominence as an investment banking and financial advisory firm with
experience in the valuation of businesses, their properties and their securities
in connection with mergers and acquisitions, negotiated underwritings, secondary
distributions of securities, private placements and valuations for corporate
purposes.
On December 31, 1998, Ragen MacKenzie delivered its written opinion to
Northwest I that, as of the date of the opinion, based on Ragen MacKenzie's
review and subject to the assumptions, limitations, procedures followed and
qualifications described below and set forth in the opinion, the consideration
to be received by the Unitholders from the Merger is fair to the Unitholders,
from a financial point of view. Ragen MacKenzie is not making, and the opinion
should not be construed as, a recommendation to any Unitholder as to whether or
not a Unitholder should approve the Merger. Additionally, the fairness opinion
does not compare the relative merits of the Merger with those of any other
transactions or business strategies available to Northwest I as alternatives to
the Merger, and Ragen MacKenzie was not requested to, and did not, solicit the
interest of any other party in acquiring the motel properties.
THE FULL TEXT OF THE FAIRNESS OPINION WHICH CONTAINS A DESCRIPTION OF THE
MATERIAL ASSUMPTIONS AND QUALIFICATIONS MADE, MATTERS CONSIDERED AND LIMITATIONS
IMPOSED ON THE REVIEW AND ANALYSIS IS SET FORTH IN ANNEX II AND SHOULD BE READ
IN ITS ENTIRETY. THE PARTNERSHIP IMPOSED NO CONDITIONS OR LIMITATIONS ON THE
SCOPE OF RAGEN MACKENZIES' INVESTIGATION OR THE METHODS OR PROCEDURES TO BE
FOLLOWED IN RENDERING THE FAIRNESS OPINION.
In rendering the fairness opinion, Ragen MacKenzie, among other things: (i)
reviewed the Merger Agreement; (ii) reviewed and analyzed consolidated historic
and projected financial and operating data of Northwest I and the motel
properties, including audited and unaudited financial statements for Northwest I
and unaudited cash-basis estimates prepared by management for the motel
properties; (iii) reviewed and analyzed other internal information concerning
the business and operations of Northwest I and the motel properties furnished to
it by management; (iv) reviewed and analyzed publicly available information
concerning Northwest I and the motel properties; (v) reviewed and analyzed
publicly available information concerning the terms of selected merger and
acquisition transactions that Ragen MacKenzie deemed relevant to its inquiry
(based on size and similar financial characteristics); (vi) reviewed and
analyzed selected market purchase price data that Ragen MacKenzie considered
relevant to its inquiry; (vii) held meetings and discussions with Whitcomb and
employees of Northwest I concerning the operations, financial condition and
prospects of the motel properties; and (viii) conducted such other financial
studies, analyses and investigations, including visits to the Sea-Tac and
Federal Way motels, and considered such other information as Ragen MacKenzie
deemed appropriate.
In arriving at its opinion, Ragen MacKenzie relied, without independent
verification, on the accuracy and completeness of all of the financial and other
information that was publicly available, supplied or otherwise communicated to
it by Northwest I. Ragen MacKenzie assumed that the financial estimates
(including the underlying assumptions and bases thereof) examined by it were
reasonably prepared and reflected the best currently available estimates and
good faith judgments of Northwest I as to the future performance of the motel
properties. Ragen MacKenzie expressed no
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opinion with respect to any forecasts or the assumptions on which they were
based. Ragen MacKenzie did not make an independent evaluation or appraisal of
the assets or liabilities (contingent or otherwise) of Northwest I (including
the motel properties). However, Ragen MacKenzie was furnished with independent
appraisals on each property prepared by McKee in conjunction with U.S. Bank's
financing. The fairness opinion is based upon financial, economic, market and
other conditions and circumstances existing and disclosed to it as of the date
of its opinion. As background for its analyses, Ragen MacKenzie held discussions
with Whitcomb regarding the history, current business operations, financial
condition and future prospects of the motel properties.
In conjunction with rendering its fairness opinion, Ragen MacKenzie
considered a variety of financial and comparative analyses, including:
o a discounted cash flow analysis;
o an analysis of certain transactions pursuant to which selected public
and private companies have acquired motel or hotel properties similar to
those in the partnerships;
o an analysis of selected publicly traded companies;
o an analysis of third party indications of interest obtained during the
marketing of Northwest I during the Spring and Summer of 1998 (the
"Market Test"); and
o an analysis of the appraisals conducted by McKee for the U.S. Bank
financing.
For purposes of its analysis, Ragen MacKenzie relied upon audited financial
statements for Northwest I for the year ended December 31, 1997, unaudited
financial statements for Northwest I for the nine months ended September 30,
1998 and unaudited cash basis estimates for the motel properties for the years
ending December 31, 1998 through 2003, inclusive, as provided by Northwest I.
Ragen MacKenzie's opinion is directed only to the fairness to Northwest I
and to the Unitholders, from a financial point of view, of the consideration to
be received by the Unitholders from the Merger, and does not address any other
aspect of the Merger. The summary set forth below does not purport to be a
complete description of the analyses used by Ragen MacKenzie rendering its
fairness opinion.
Discounted Cash Flow Analysis
Ragen MacKenzie analyzed the financial terms of the Merger using a
discounted cash flow analysis. The discounted cash flow approach assumes, as a
basic premise, that the intrinsic value of any business or property is the
current value of the future cash flow that the business or property will
generate for its owners. To establish a current implied value under this
approach, future cash flow must be estimated and an appropriate discount rate
determined. Ragen MacKenzie used estimates and other information provided by
Northwest I and Whitcomb to estimate the free cash flows, defined as total
projected cash revenue (including base rent and expense recoveries net of
certain free rent and vacancy allowances) minus total projected cash property
expenses (including utility expense, repair and maintenance expense, property
management fees, insurance, real estate taxes, tenant improvements, leasing
commissions and capital improvements ("Free Cash Flows")), for years ending
December 31, 1998 through the year ending December 31, 2003, inclusive. To
determine a
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perpetuity value, growth rates were applied to the year ending December 31, 2003
ranging from 0.00% to 1.0%.
The Free Cash Flows and perpetuity values were then discounted to the
present, using discount rates ranging from 12.0% to 16.0%. These discount rates
reflected Ragen MacKenzie's assessment of real estate investments in general,
and the specific risks of the motel properties, in particular. Ragen MacKenzie's
calculations resulted in a range of aggregate imputed values of the motel
properties of $9.4 million to $13.2 million.
Selected Comparable Acquisition Analysis
Ragen MacKenzie also analyzed selected comparable transactions, based on
size and other financial characteristics ("Comparable Motel/Hotel
Acquisitions"), in which certain public and private companies ("Acquiring
Motel/Hotel Companies") acquired a single or multiple motel and/or hotel
properties ("Target Motel/Hotel Portfolios"). Ragen MacKenzie compared the
purchase price paid in each Comparable Motel/Hotel Acquisitions with the latest
twelve months or reported period, on an annualized basis, as a multiple of
revenues and price per room. These calculations created the following range of
multiples: a range of purchase price to Target Motel/Hotel Portfolios revenues
of 2.5x to 4.1x, with a mean of 3.1x; a range of purchase price per Target
Motel/Hotel Portfolios room of $22,900 to $51,000, with a mean of $28,100.
Applying the applicable range of these acquisition multiples to the partnership
properties' revenues for the trailing twelve month period ended September 30,
1998, as adjusted to reflect management's pro forma adjustments and certain
additional adjustments that Ragen MacKenzie deemed appropriate, and to the
number of rooms yielded an implied aggregate range of values of the Partnership
Properties of approximately $4.8 million to $12.6 million.
Selected Comparable Company Analysis
Ragen MacKenzie also analyzed selected public companies ("Comparable
Companies"). Ragen MacKenzie compared the aggregate value of the Comparable
Companies with the latest twelve months or reported period, on an annualized
basis, as a multiple of revenues, EBITDA and EBIT. These calculations created
the following range of multiples: a range of revenue multiples of 1.1x to 4.3x,
with a mean of 2.3x; a range of EBITDA multiples of 3.7x to 10.4x, with a mean
of 7.0x; and a range of EBIT multiples of 5.3x to 9.1x,with a mean of 7.3x.
Applying the applicable range of these multiples to the partnership properties'
revenues, EBITDA and EBIT for the trailing twelve month period ended September
30, 1998, as adjusted to reflect management's pro forma adjustments and certain
additional adjustments that Ragen MacKenzie deemed appropriate, yielded an
implied aggregate range of values of the partnership properties of approximately
$7.0 million to $8.7 million.
Selected Comparable Market Purchase Price Analysis
Ragen MacKenzie also compared financial information relating to the motel
properties to publicly available information on recent purchase prices of the
limited-service sector of motel and hotels in particular markets in which the
motel properties are located.
Ragen MacKenzie analyzed the prevailing purchase capitalization rate
(calculated by dividing property net operating income for the applicable
trailing twelve month period by the purchase price paid) for the limited service
sector. Ragen MacKenzie believes that these markets closely resemble the
respective markets in which the motel properties are located and are an
appropriate basis for the comparison of values.
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Applying this selected data to the applicable motel properties' net
operating income for the twelve months ended September, 30 1998, as adjusted to
reflect management's pro forma adjustments and additional adjustments that Ragen
MacKenzie deemed appropriate, yielded an aggregate range of values for the motel
properties of $8.1 million to $9.7 million.
Market Test
Ragen MacKenzie also reviewed indications of interest received by Northwest
I and the affiliated partnership during the attempt to sell Northwest I to an
unaffiliated third party ("Potential Acquirors"). Ragen MacKenzie analyzed a
pro-rata share of the proceeds to be received from such transaction by the
Unitholders. The pro-rata share was based on a percentage determined by
historical appraisals and a third-party valuation. Ragen MacKenzie did not
develop a separate pro-rata methodology for allocating the proceeds and relied
solely on the formula provided by Northwest I. The proceeds were then allocated
to the Unitholders in accordance with the Partnership Agreement. It should be
noted that these offers did not result in the consummation of a transaction and
should be viewed accordingly.
Based on the range of values received from the Potential Acquirors, Ragen
MacKenzie calculated an implied aggregate range of values of the Partnership
Properties of approximately $8.5 million to $9.6 million.
Appraisals
Ragen MacKenzie also reviewed the appraisals of the Partnership properties
prepared by McKee. For this analysis Ragen MacKenzie relied without independent
verification, on the accuracy and completeness of all information in the
appraisals. Ragen MacKenzie did not conduct any independent appraisals. Based on
the McKee appraised values, the implied aggregate of value of the partnership
properties is $12.3 million.
The summary set forth above describes the material analyses made by Ragen
MacKenzie. The preparation of a fairness opinion involves various determinations
as to the most appropriate and relevant methods of financial analysis and the
application of these methods to the particular circumstances. Each of the
analyses was performed by Ragen MacKenzie to provide a different perspective on
the transaction and contribute to the total mix of information available to
Northwest I. Ragen MacKenzie did not form a conclusion as to whether any one of
the analyses, considered in isolation, supported or failed to support an opinion
as to the fairness from a financial point of view of the Merger Consideration.
Instead Ragen MacKenzie, in reaching its conclusion, considered the results of
the analyses taken as a whole. Ragen MacKenzie's conclusion involved significant
elements of judgement and qualitative analyses as well as a financial and
quantitative analyses. Ragen MacKenzie did not place particular emphasis or
weighting on any individual factor, but instead concluded that its analysis
taken as a whole supported its opinion. Accordingly, notwithstanding the
separate factors summarized above, Ragen MacKenzie believes that its analyses
must be considered as a whole and that selecting portions of its analysis and
the factors it considered without considering all analyses and factors, could
create an incomplete or misleading view of the evaluation process underlying its
opinion. Any estimates contained in these analyses are not necessarily
indicative of actual values or predictive of future results or values, which may
be significantly more or less favorable than as set forth therein. In addition,
analyses relating to the values of real estate properties are not appraisals and
may not reflect the prices at which such properties may actually be sold.
Accordingly, such analyses and estimates are inherently subject to substantial
uncertainty and Ragen MacKenzie does not assume responsibility for any future
variations from such analyses or estimates.
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The following paragraphs summarize the significant quantitative and qualitative
analyses performed by Ragen MacKenzie in arriving at the fairness opinion. In
performing these analyses, Ragen MacKenzie noted that the partnership only
represented ownership in specific properties. This differentiates these
properties from hotel operating companies that are managed for growth.
Consequently Ragen MacKenzie noted lower multiples of historic earnings to
individual properties. In performing its analyses, Ragen MacKenzie made numerous
assumptions with respect to industry performance, general business, financial,
economic, and market conditions and other matters, many of which are beyond the
control of Northwest I. Furthermore, events occurring after the date of the
Ragen MacKenzie fairness opinion may materially affect the assumptions used in
preparing the Ragen MacKenzie fairness opinion and accordingly the Ragen
MacKenzie fairness opinion is necessarily based upon market, economic, and other
conditions that exist and can be evaluated as of the date of the opinion, and on
information available to Ragen MacKenzie as of such date. In addition, analyses
relating to the value of the business or securities do not purport to be
appraisals, or to reflect the prices at which such businesses or securities can
actually be sold. Analyses based on future results are not necessarily
indicative of actual future results that may be significantly more or less
favorable that suggested by such analyses.
Pursuant to an engagement letter dated December 14, 1998, Ragen MacKenzie
will receive $125,000 for its services in rendering fairness opinions to
Northwest I, Northwest II, Anchorage and Lacey. Ragen MacKenzie will also be
reimbursed for certain of its expenses. Columbus has agreed to indemnify Ragen
MacKenzie, its affiliates and each of its directors, officers, employees,
agents, consultants and attorneys, and each person or form, if any, controlling
Ragen MacKenzie or any of the foregoing, against certain liabilities, including
liabilities under federal securities, law, that may arise out of Ragen
MacKenzie's engagement.
Ragen MacKenzie has, from time to time, provided securities brokerage
services to Whitcomb and affiliates, and may do so in the future, but the
compensation paid by Whitcomb and affiliates to Ragen MacKenzie is not material,
constituting less than 1% of Ragen MacKenzie's total 1998 commission revenue.
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THE MERGER AGREEMENT
The Merger Agreement is dated as of December 31, 1998, between Gerald L.
Whitcomb, the sole general partner of Northwest I, on behalf of Northwest I and
Columbus. The material provisions of the Merger Agreement are summarized below.
Pursuant to the Merger Agreement and the Articles of Merger attached
thereto, the Washington Uniform Limited Partnership Act and the Washington
Limited Liability Company Act, at the effective time, Northwest I will be merged
with and into Columbus, with Columbus continuing as the Surviving Company.
CLOSING DATE; EFFECTIVE TIME OF THE MERGER
The Merger will become effective on the closing date when the Articles of
Merger are filed with the Secretary of State of the State of Washington. At the
earliest, this will take place on the first business day following the Meeting
and at the latest will take place on the last business day of the month in which
the Meeting occurs. The closing will take place at the administrative offices of
Northwest I located at 7515 Terminal Street S.W., Tumwater, Washington 98501,
unless otherwise agreed by the parties.
EFFECTS OF THE MERGER
At the effective time by virtue of the Merger, and without any further
action on the part of anyone, each Unitholder's Units outstanding immediately
prior to the effective time will be cancelled. Each Unit will be automatically
converted into a right to receive the Merger Consideration, without interest.
The Whitcombs' partnership interests (whether general or limited) will be
contributed to Columbus for additional interests therein.
PAYMENT
[ ] has been designated by Columbus as the payment agent responsible
for effecting the payment of the Merger Consideration in exchange for Units of
Unitholders. On or before the effective time, Columbus will deposit with the
payment agent the aggregate Merger Consideration necessary to effect exchange
of the Units pursuant to the Merger Agreement. Promptly after the effective
time, the payment agent will mail to each Unitholder as of January 6, 1999 a
form of transmittal letter, any other required forms, and instructions.
Delivery will be effected, and the risk of loss to Units will pass, only upon
delivery of these documents and receipt of the Merger Consideration for each
Unit. Upon the surrender of such transmittal documents and the payment by the
payment agent of the Merger Consideration in exchange for the Units, the Units
owned by Unitholders will then be immediately cancelled. Until surrendered and
exchanged, the Units owned by Unitholders represent only the right to receive
the Merger Consideration multiplied by the number of Units owned by such
Unitholder. Upon the surrender of Units, each Unitholder will receive the
Merger Consideration, without interest. If any cash is to be paid to a name
other than the name in which the Units are registered, it will be a condition
to payment that the Unitholder requesting payment will pay to the payment agent
any transfer or other taxes required by reason of payment to a person other
than the registered Unitholder. Notwithstanding the foregoing, neither the
payment agent nor any other party will be liable to any Unitholder for any
Merger Consideration or other payments made to a public official pursuant to
applicable abandoned property laws. Columbus and the payment agent will be
entitled to deduct and withhold from the Merger Consideration any taxes or
other amounts required by law, including Sections 3406 and 1445 of the Internal
Revenue Code of 1986, as amended. Pursuant to federal law,
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to the extent that amounts are withheld, these amounts will be treated as having
been paid to a Unitholder for purposes of the Merger Agreement. Six months after
the closing date, Columbus will be entitled to the return of all unpaid amounts
continuing to be held by the payment agent, whose duties will then terminate.
Thereafter, a Unitholder may only look to Columbus (subject to applicable
abandoned property, escheat and similar laws) as a general creditor to receive
the Merger Consideration in exchange for his or her Units. Beginning at the
effective time, there will be no further transfers of any Units on the books of
Northwest I. Each Unitholder that has converted Units will be deemed to have
withdrawn as a limited partner of Northwest I. Unitholders will then have no
further interest in Northwest I or Columbus, including any allocations or
distributions of income, property or otherwise, other than the right to receive
the Merger Consideration.
Following the effective time, Whitcomb, on behalf of Northwest I, will
deregister the Units and terminate Northwest I's reporting obligations under
Section 12 of the Exchange Act by filing a Form 15 with the SEC, in Washington,
D.C.
Unitholders will have dissenters' rights of appraisal in connection with the
Merger, as set forth in Article 14 of Chapter 25.10 of the Revised Code of
Washington. See "Dissenters' Rights of Appraisal" beginning on page 32 of this
proxy statement.
ACTIONS OF COLUMBUS NORTHWEST I AND WHITCOMB
Under the Merger Agreement, Columbus consents to the Merger, agrees in all
respects with the terms of the Merger Agreement and, subject to the terms and
conditions of the Merger Agreement, the consummation of the transactions
contemplated by the Merger Agreement. Pursuant to the Washington Limited
Partnership Act and Article VI of the limited partnership agreement, by
executing the Merger Agreement Whitcomb, as the sole general partner of
Northwest I, subject to the requisite approval of Unitholders at the Meeting,
consents to and approves the Merger Agreement and transactions contemplated
thereby on behalf of Northwest I.
REPRESENTATIONS AND WARRANTIES OF PARTIES
The Merger Agreement contains customary representations and warranties. In
addition, Columbus represents and warrants that it has obtained a commitment
letter from U.S. Bank, subject to customary conditions, that U.S. Bank will lend
Columbus sufficient funds to consummate the Merger and Northwest I represents
and warrants that it has received the fairness opinion from Ragen MacKenzie and
that it has not paid or agreed to pay any fee or commission to any broker,
finder or intermediary in connection with the Merger.
LEGAL CONDITIONS TO THE MERGER
Whitcomb (on behalf of Northwest I and Columbus) agrees to take all
reasonable steps necessary to promptly comply with all legal requirements with
respect to the Merger and to take all reasonable action necessary to promptly
furnish information to the other parties in connection with any such
requirements. Columbus will take all reasonable actions necessary (i) to obtain
any consent, authorization, order, approval, or exemption of any governmental or
administrative agencies or third parties; (ii) to lift, rescind or mitigate the
effect of any injunction or restraining order or other similar order adversely
affecting the Merger; (iii) to fulfill all conditions pursuant to the Merger
Agreement; and (iv) to prevent the entry of any temporary, preliminary or
permanent injunction or court order.
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EXPENSES
Columbus will bear all costs and expenses of each party in connection with
the Merger, including the real estate excise tax payable by the Unitholders with
respect to the transfer of their Units; such costs and expenses having been
taken into consideration by Columbus in determining the Merger Consideration.
CONDITIONS PRECEDENT
Completion of the Merger is subject to customary conditions precedent. It
will be a condition precedent that the loan commitment from U.S. Bank will
remain available to Columbus, such that Columbus may borrow sufficient funds on
or before the closing date in order to transfer the Merger Consideration to the
payment agent as provided in the Merger Agreement. The parties to the Merger
Agreement agree that in exercising its discretion to waive or require
fulfillment of conditions precedent, Columbus will not be required to consider
the interest of any person or entity that may be affected by the Merger, other
than Columbus. Columbus will have no obligation, fiduciary or otherwise, to the
limited partners of Northwest I in exercising such discretion.
The respective obligations of each party, generally, to effect the Merger is
subject to a number of customary conditions. It is a condition of each party
generally that the financial advisor will not have withdrawn or modified in any
material respect its opinion that the Merger Consideration is fair to the
Unitholders from a financial point of view.
TERMINATION
The Merger Agreement may be terminated by mutual consent of Columbus and
Northwest I. The Merger Agreement may also be terminated by Northwest I if
Columbus is in material breach of any term of the agreement. The Merger
Agreement may be terminated by Columbus if Northwest I is in material breach of
any term of the agreement. The Merger Agreement may be terminated by either
Columbus or Northwest I if the Merger has not been completed by March 31, 1999,
or a final order prohibiting the Merger has been entered by a court or
government agency. In the event of termination of the Merger Agreement, it will
become void and there will be no liability on the part of Columbus or Northwest
I for failure to complete the Merger or otherwise.
AMENDMENT
The Merger Agreement may be amended only in writing. No amendment may be
made without the approval of Unitholders holding at least 66% of the outstanding
Units, if the proposed amendment would either (a) change the type or reduce the
amount of the Merger Consideration, or (b) alter or change any other terms and
conditions of the Merger Agreement if any of such alterations or changes, alone
or in the aggregate, would materially adversely affect the Unitholders.
EXTENSION; WAIVER
At any time prior to the effective time of the Merger, whether before or
after this proxy statement is mailed, any party may (i) extend the time of the
performance of any of the obligations or other acts of any other party to the
Merger Agreement; (ii) waive any inaccuracies and representations and warranties
contained in the Merger Agreement; and (iii) waive compliance with any of the
agreements of the other parties or conditions to its own obligations contained
in this agreement. Any agreement with respect to extension or waiver must be in
writing. No consent or waiver of
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compliance given by any of the parties to the Merger Agreement will operate as a
consent or waiver of compliance in respect to any subsequent default, breach, or
nonobservance.
NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS
The respective representations and warranties of Northwest I and Columbus
will expire with, and will be terminated and extinguished upon, consummation of
the Merger. Thereafter, neither Northwest I nor Columbus, or any officer,
director or principal of such entities, will be under any liability whatsoever
with respect to any representation or warranty in the Merger Agreement.
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MATERIAL FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material federal income tax consequences
of the Merger. This discussion does not discuss all of the federal income tax
consequences that may be relevant to Unitholders that are subject to special
treatment under the federal income tax laws, including foreign persons,
tax-exempt entities, life insurance companies, or S corporations. The discussion
set forth below is based on the Internal Revenue Code of 1986, as amended
(hereinafter, the "Code"), Treasury Regulations, announcements promulgated
thereunder, published rulings and court decisions, all as in effect on the date
of this proxy statement and without giving effect to changes in the federal tax
laws, if any, enacted after the date of this proxy statement. Unitholders are
assumed to hold their Units as capital assets.
Gain or Loss Will Be Recognized
Unitholders will recognize gain or loss on the sale of Units in the Merger
to the extent of the difference between the amount realized and his or her
adjusted basis in the Units sold. The amount realized is the amount of cash
received plus the Unitholder's share of Northwest I's liabilities (determined
under Code Section 752 and the Treasury Regulations thereunder). The adjusted
tax basis of a Unitholder's Units is generally equal to the cost of the Units to
such Unitholder, decreased by the Unitholder's cumulative share of Northwest I
distributions and losses, and increased by the Unitholder's cumulative share of
Northwest I income and Northwest I liabilities, as determined under Code and the
Treasury Regulations thereunder. If a Unitholder's share of the Northwest I's
liabilities exceeds the adjusted tax basis of his or her Units, the Unitholder's
realized gain will include the excess.
The amount of cash received by Unitholders in exchange for their Units that
is attributable to unrealized receivables or inventory items ("Section 751
property") of Northwest I will be considered as an amount realized from the sale
or exchange of property other than a capital asset. The remainder of the gain or
loss realized by an Unitholder who has held the Units as capital assets will be
capital gains or loss, and will be long term capital gain or loss if the Units
have been held for more than one year.
Unitholders who have held their Units for more than one year may be entitled
to a lower long-term capital gains tax rate on that portion of their gain, if
any, that is not attributable to Section 751 property. Capital losses generally
are deductible only to the extent of capital gains plus, in the case of
non-corporate Unitholders, up to $3,000 of ordinary income. Capital losses
realized from the sale of Units may be utilized to offset capital gains from
other sources and may be carried forward, subject to applicable limitations.
Pursuant to Code Sections 708, 721, 731(b), the Merger will not be a taxable
event to Northwest I.
Statement Required to Be Attached to Selling Unitholders' Federal Income
Tax Returns.
Selling Unitholders are required to submit with their income tax return
for the year in which the Units are sold a statement that sets forth, among
possible other things, the following information: (1) the date of the sale, the
amount of the selling Unitholder's adjusted basis in his or her Units, and the
portion thereof attributable to Code Section 751 property pursuant to Code
Section 732; and (2) the amount of any money and the fair market value of any
other property received or be received for the transferred Units in Northwest
I, and the portion thereof attributable to Section 751 property.
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In general, the portion of the selling Unitholders' adjusted basis for
his Units to be allocated to Section 751 property is an amount equal to the
basis such property would have had under Code Section 732 if the selling
Unitholder had received his share of such properties in a current distribution
made immediately before the sale. The payment agent will provide selling
Unitholders with Northwest I's basis in Section 751 property. SELLING
UNITHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR ASSISTANCE IN
DETERMINING THE PORTION OF THEIR ADJUSTED BASIS IN THEIR UNITS ATTRIBUTABLE TO
SECTION 751 PROPERTY.
The Agreement and Plan of Merger provides that the selling Unitholders'
amount realized is to be allocated between Northwest I's Section 751 property
and non-Section 751 property based on the relative fair market values of
Northwest I's Section 751 property and non-Section 751 property and that such
relative fair market values are agreed to be as determined by Columbus. The
paying agent will distribute this information to the selling Unitholders.
Foreign Investment in Real Property Tax Act Withholding
Units are considered United States real property interests for purposes of
Code Section 897, the Foreign Investment in Real Property Tax Act ("FIRPTA").
Consequently, pursuant to Code Section 1445 of the Internal Revenue Code,
Columbus, as buyer of the Units, must deduct and withhold a tax equal to 10% of
the total consideration paid for such Units unless it receives a nonforeign
person affidavit. A suitable nonforeign person affidavit will be included as
part of the transaction documents mailed to the Unitholders by the payment
agent.
Washington State Real Estate Excise Tax
Washington State imposes an excise tax on sales of real property.
Acquisitions of controlling interests in partnerships are considered sales
subject to this real estate excise tax. This real estate excise tax is imposed
on the seller; in this case, the Unitholders. This real estate excise tax is
imposed at rates ranging from 1.28% to 2.78%. Columbus will act as the
Unitholders' agent in paying the real estate excise tax liability that arises as
a result of the Merger. In determining the Merger Consideration this liability
has been taken into account.
EACH UNITHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE
THE SPECIFIC FEDERAL INCOME TAX CONSEQUENCES OF SELLING UNITS IN THE MERGER, AS
WELL AS THE EFFECTS OF STATE, LOCAL, FOREIGN, AND OTHER TAX LAWS.
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DISSENTERS' RIGHTS OF APPRAISAL
You have dissenters' rights of appraisal under Article 14 of Chapter 25.10
of the Revised Code of Washington ("Article 14") with respect to your Units. The
following summary of the material dissenters' right procedures is qualified in
its entirety by reference to Article 14, a copy of which is attached as Annex
III to this proxy statement. Unitholders thinking about exercising their
dissenters' rights are urged to review the full text of Article 14. The
procedures set forth in such chapter must be followed exactly or dissenters'
rights may be lost.
A Unitholder who properly follows the procedures for dissenting and
demanding payment for his or her Units pursuant to Article 14 (as summarized
below) may be entitled to receive in cash the "fair value" of his or her Units
in lieu of the Merger Consideration provided in the Merger Agreement. The "fair
value" of a dissenter's Units will be the value of such Units immediately before
the effectuation of the Merger, excluding any appreciation or depreciation in
anticipation of the Merger, unless exclusion would be inequitable. The "fair
value" could be greater than, less than, or the same as the $1,609 per share
Unit Merger Consideration the Unitholder would have received if the Unitholder
had not dissented. In the event the dissenting Unitholder and the Surviving
Company cannot agree on the "fair value" of the dissenter's partnership
interest, a court in an appraisal proceeding may ultimately determine "fair
value."
To properly exercise dissenters' rights with respect to the Merger and to be
entitled to payment under Article 14, a Unitholder must (a) not challenge the
Merger unless the Merger fails to comply with the procedural requirements
imposed by Article 14, the partnership agreement, or is fraudulent with respect
to an investor or Northwest I; (b) not vote in favor of or approve the Merger;
and (c) demand payment by the date set in the dissenters' notice to be sent by
the Surviving Company (as described below). Thus, any Unitholder who wishes to
dissent must either vote "against" the merger or "abstain" from voting such
partnership interest. A vote "AGAINST" the Merger, without satisfying the
requirement of clause (c) above, is not a proper exercise of dissenters' rights.
The right of a dissenting Unit holder to obtain payment of the fair value of
the Unitholder's partnership interest shall terminate upon the occurrence of any
of the following events:
a. The Merger is abandoned or rescinded;
b. A court having jurisdiction permanently enjoins or sets aside the
Merger; or
c. The Unitholder's demand for payment is withdrawn with the written
consent of Northwest I.
Within 10 days after the approval of the Merger by the Unitholders, the
Surviving Company will deliver a written dissenters' rights notice to all
dissenting Unitholders who did not vote in favor of or the Merger. The
dissenters' rights notice will:
a. State where the payment demand must be sent;
b. Inform Unitholders as to the extent transfer of the Units will be
restricted as permitted by RCW 25.10.930 after the payment demand is
made;
c. Supply a form for demanding payment;
d. Set a date by which the Surviving Company must receive the payment
demand, which date may not be fewer than thirty (30) nor more than sixty
(60) days after the date the notice is delivered; and
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e. Include a copy of Article 14.
A Unitholder who demands payment retains all other rights of a Unitholder
until the Merger becomes effective. A Unitholder sent a dissenters' notice who
does not demand payment by the date set in the dissenters' notice is not
entitled to payment for the Unitholder's Units under Article 14.
Northwest I may restrict the transfer of Units from the date the demand for
their payment is received until the Merger becomes effective or the restriction
is released under Article 14.
Within 30 days of the later of the date the Merger becomes effective, or the
payment demand is received, the Surviving Company will pay each dissenter who
properly demanded payment the amount that the Surviving Company estimates to be
the fair value of the Units, plus accrued interest. The payment will be
accompanied by, among other things,
a. Copies of Northwest I's financial statements for the most recent fiscal
year maintained as required by RCW 25.10.050;
b. An explanation of how the Surviving Company estimated the fair value of
the Units and how the accrued interest was calculated;
c. A statement of the dissenter's right to demand payment; and
d. A copy of Article 14.
If the Merger does not become effective within sixty days after the date set
for demanding payment, Northwest I shall release any transfer restrictions
imposed as permitted by RCW 25.10.930. If, after releasing transfer
restrictions, the Merger becomes effective, the Surviving Company must send a
new dissenters' notice as provided in RCW 25.10.910(2) and 25.10.920 and repeat
the payment demand procedure.
A dissenter may notify the Surviving Company in writing of the dissenter's
own estimate of the fair value of the dissenter's Units and the amount of
interest due and demand payment of the dissenter's estimate, less any payment
under RCW 25.10.935, if:
a. The dissenter believes that the amount paid is less than the fair value
of the dissenter's Units or that the interest due is incorrectly
calculated;
b. The Surviving Company fails to make payment within 60 days after the
date set for demanding payment; or
c. Northwest I, having failed to effectuate the Merger, does not release
the transfer restrictions imposed on Units as permitted by RCW 25.10.930
within sixty days after the date set for demanding payment.
A dissenter will be deemed to have waived the right to demand payment of the
dissenter's estimate of fair value unless the dissenter notifies the Surviving
Company of the dissenters' demand in writing within thirty (30) days after the
Surviving Company made payment for the dissenter's units.
If a demand for payment remains unsettled, the Surviving Company will
commence a proceeding in the Superior Court of Thurston County, Washington
within 60 days after receiving the payment demand and petition the court to
determine the fair value of the units and accrued interest. If the Surviving
Company does not commence such proceeding within the sixty-day period, it will
pay each dissenter whose demand remains unsettled the amount demanded by the
dissenter. The Surviving
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Company will make all dissenters whose demands remain unsettled, whether or not
residents of Washington State, parties to the proceeding as in an action against
their Units, and will serve all parties with a copy of the petition. The
Surviving Company will be able to serve nonresidents by registered or certified
mail or by publication as provided by law. The Surviving Company may join as a
party to the proceeding any Unitholder who claims to be a dissenter but who has
not, in the Surviving Company's opinion, complied with the provisions of Article
14. If the court determines that such Unitholder has not complied with the
provisions of Article 14, the court will dismiss the Unitholder as a party. The
jurisdiction of the court in which the proceeding is commenced will be plenary
and exclusive. The court may appoint one or more persons as appraisers to
receive evidence and recommend decisions on the question of fair value. The
appraisers will have the powers described in the order appointing them or in any
amendment to it. Dissenters will be entitled to the same discovery rights as
parties in other civil proceedings. Each dissenter made a party to the
proceeding who is not dismissed will be entitled to judgment for the amount, if
any, by which the court finds the fair value of the Units, plus interest,
exceeds the amount paid by the Surviving Company.
In a proceeding commenced to determine the fair value of Units, the court
shall determine all costs of the proceeding, including reasonable compensation
and expenses of appraisers appointed by the court. The court will assess the
costs against the Surviving Company, except that the court may assess the costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment. The court may also assess the fees and
expenses of counsel and experts for the respective parties, in the amounts the
court finds equitable:
(1) Against the Surviving Company and in favor of any or all dissenters if
the court finds the Surviving Company did not substantially comply with the
requirements of Article 14; or
(2) Against either the Surviving Company or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by Article 14.
If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the Surviving Company, the
court may award to these counsel reasonable fees to be paid out of amounts
awarded the dissenters who were benefited.
Failure to follow the steps required by Article 14 for perfecting
dissenters' rights may result in the loss of such rights.
IN VIEW OF THE COMPLEXITY OF THESE PROVISIONS OF WASHINGTON LAW, ANY
UNITHOLDER WHO IS CONSIDERING DISSENTING FROM THE MERGER SHOULD CONSULT A LEGAL
ADVISOR.
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INFORMATION ABOUT THE SELLER - NORTHWEST I
BUSINESS
Northwest I is a Washington limited partnership formed to invest in and
operate two "economy" motels located in Washington State. Northwest I operates
its motels as a franchise of Super 8 Motels, Inc., the national franchiser of
the "Super 8" trade name. The sole general partner of Northwest I is Whitcomb.
Northwest I was formed in March 1980. Units of the Northwest I were offered
and sold in its initial public offering by selected broker-dealers on a best
efforts basis in Washington, Oregon, Montana, Idaho and Alaska. Northwest I's
total offering of $6 million (6,000 units at $1,000 each) was fully subscribed
and the offering closed in February 1982.
Northwest I operates in a single industry (motels) and within that industry
only in the economy motel category.
The motel properties were developed and are being operated as economy motels
in the locations described below. Both properties are franchisees of the
national "Super 8" motel chain. The economy motel concept provides for a clean,
comfortable average-size motel room that has all the basic amenities required by
the traveling public at a price lower than that of most surrounding motel
properties of equal quality.
The 119-room Super 8 Motel at Sea-Tac is located near the Seattle/Tacoma
International Airport and provides additional special services to the traveling
public including exercise room, guest laundry facilities, long-term parking
privileges, airport courtesy telephone, and free transportation to and from the
airport.
The 90-room Super 8 Motel at Federal Way provides a special parking area for
commercial trucks, guest laundry facilities and a travelers lounge. Adjacent to
the property are two family style restaurants owned and operated by
non-affiliated companies. Both motels historically experience seasonal
fluctuations in occupancy, the low point occurring in the winter months and the
peak occurring in late summer.
All guest rooms are equipped with direct-dial telephone, color television
and tub/shower combination, and are fully carpeted, sound proofed and insulated.
Guests are allowed to use major national credit cards and cash checks with Super
8's proprietary VIP Club membership. Vending machines are also available. Each
property has interior hallways, a lobby with a manager's office, an employee
lounge, and in-house laundry. No restaurants are located on either property.
The two motels provide full or part-time employment for approximately 45
people (Sea-Tac 28, Federal Way 17).
MOTEL PROPERTIES
The Northwest I motels were constructed on two parcels of real property
purchased in 1981. Construction commenced on the Sea-Tac parcel in August 1981
and it opened in March 1982. The Sea-Tac facility occupies approximately 43,850
square feet. Construction commenced on the Federal Way parcel in March 1982 and
it opened in September 1982. The Federal Way facility occupies approximately
37,800 square feet.
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Both motels underwent major renovations in 1987 at an aggregate approximate
total cost of $328,000. An approximately $1,000,000 renovation of the Sea-Tac
property commenced in February 1995, with one-half of the property closed for a
substantial period of time. The Sea-Tac renovation was completed in February
1996. Additional renovations at the Federal Way property were completed in June
1998. Both motels are of frame construction with stucco exteriors, tile roofs
and have full fire alarm systems. Heating and cooling is by individual room
through the wall heat pumps.
Both motels are in operation as economy motels. The capacity and utilization
of these properties is discussed in Management's Discussion and Analysis, below.
LEGAL PROCEEDINGS
Northwest I is not party to any material legal proceedings.
MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
As of January 6, 1999, the Units are owned of record by approximately
1,050 Unitholders. There is no established public trading market for the Units
and no significant transactions in Units have occurred since the original
offering of the Units. Because of this, Northwest I is unable to determine a
fair market value for the Units based on market price.
Distributions of $600,000 in cash were made to investors during each of
1997, 1996 and 1995.
SELECTED FINANCIAL DATA OF NORTHWEST I
For the years ended December 31, 1995, 1996 and 1997:
1995 1996 1997
------------- ------------- -------------
Total Sales .................. $ 2,319,042 $ 2,975,925 $ 2,980,665
Net Income (Loss) ............ $ 132,423 $ 948,910 $ 1,089,393
Net Income (Loss) per Unit ... $ 18.76 $ 134.43 $ 154.33
Total Assets** ............... $ 4,389,769 $ 4,637,276 $ 4,449,796
Long-Term Debt ............... $ 1,985,797 $ 1,937,139 $ 1,284,675
Cash Distribution Per Unit ... $ 100.00 $ 100.00 $ 100.00
**Net of amortization and depreciation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
At December 31, 1997, 1996, and 1995, Northwest I's current assets exceeded
its current liabilities by $320,855, $414,088, and $48,802 respectively
resulting in the current ratios noted below. The variance in the current ratio
from year to year is largely attributable to the relative cash position of the
partnership at December 31. Based on recent history, the months of January,
February, and March are the slowest season of occupancy requiring Northwest I to
carefully manage its cash during those months.
The interest rate on the Northwest I's primary mortgage was 8.5% in 1997 and
1996 and 7.5% in 1995. This adjustable rate loan provides for an interest rate
each year equal to the monthly median cost of funds index for SAIF insured
institutions plus 3.575%; or 8.5%, if less.
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The interest rate on the long term loan funding the Sea-Tac renovation is
variable, based on the lender's prime rate plus 1% per annum and is payable in
monthly payments of $9,768 plus interest. The bank's prime rate of interest at
December 31, 1997, is 8.50% per annum.
BALANCE SHEET DATA
For the years ended December 31, 1997, 1996, and 1995:
1995 1996 1997
------------- ------------- -------------
Current Assets .......... $ 296,905 $ 615,507 $ 528,881
Current Liabilities ..... $ 248,103 $ 201,419 $ 208,026
Current Ratio ........... 1.20:1 3.06:1 2.54:1
At December 31, 1997, both the Sea-Tac and Federal Way properties completed
their fifteenth full years of operation.
Comparative operational statistics follow:
1995 1996 1997
------------- ------------- -------------
Sea-Tac
Occupancy .......... 52% 66% 65%
Rented rooms ....... 22,411 28,696 28,264
Gross room rate* ... $ 56.77 $ 62.46 $ 65.28
Federal Way
Occupancy .......... 64% 70% 64%
Rented Rooms ....... 21,183 22,944 21,030
Gross room rate* ... $ 44.73 $ 46.13 $ 45.62
Total
Occupancy .......... 57% 68% 65%
Rented rooms ....... 43,594 51,640 49,294
Gross room rate* ... $ 50.92 $ 55.37 $ 57.96
*"Gross Room Rate" is defined as total room revenue divided by total rooms
sold.
Total 1997 room sales revenue decreased $2,096 to $2,857,164 down from
$2,859,260 in 1996 but still $637,309 higher than 1995 revenue levels. Occupancy
levels at the SeaTac motel rose 14% from 1995 to 1996 while the average room
rate climbed 9%. A slight drop in occupancy levels in 1997 was offset by a 5%
increase in the average room rate resulting in relatively flat room revenues.
Federal Way average occupancy levels and room rates rose moderately in 1996 but
retreated to 1995 levels in 1997.
Net income in 1997 increased $140,483 to $1,089,393 up from $948,910 in 1996
and substantially higher than the $132,423 net income posted in 1995. The
increases have been primarily due to the decrease in supplies and maintenance
expenses as major renovations were completed in 1996 and 1997. Supplies and
maintenance expense will increase further due to the completion in June 1998 of
the renovation in Federal Way.
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Direct operating expenses decreased $103,507 to $869,464 in 1997, down from
$972,971 in 1996 and significantly lower than the $1,246,793 expensed in 1995.
The decrease was again primarily due to lower supplies and maintenance expenses
which were offset in 1997 by higher payroll and related expenses. Indirect
operating expenses remained relatively flat, with a net decrease of $7,517 from
1995 to 1997.
An increase in labor rates in Washington coupled with increased staffing
levels resulted in higher administrative service fees. The 28% increase in
property management and franchise fees is in direct correlation with the 28%
increase in room revenues from 1995 to 1996. Coupled with a $17,188 decrease in
professional service expenditures, administrative and general expenditures rose
14% in 1996. These expense variations have flattened out during 1997 and show an
increase of 2.5% this year.
The $71,254 increase in fixed charges in 1996 resulted from higher interest
and lease expenses. The decrease of $28,364 in 1997 resulted from decreases in
depreciation and interest expense.
SELECTED QUARTERLY FINANCIAL DATA OF NORTHWEST I
For the quarters ended September 30, June 30, and March 31, 1998:
MARCH 31 , 1998 JUNE 30, 1998 SEPTEMBER 30, 1998
--------------- ------------- ------------------
Total Sales ................. $ 624,086 $ 794,180 $ 1,047,213
Net Income (Loss) ........... $ 101,010 $ 177,692 $ 438,941
Net Income (Loss) per Unit .. $ 16.84 $ 29.62 $ 73.16
Total Assets** .............. $ 4,290,843 $ 4,250,559 $ 4,543,050
Long-Term Debt .............. $ 1,143,266 $ 1,105,038 $ 1,306,202
Cash Distribution Per Unit .. $ 37.50 $ 37.50 $ 37.50
**Net of amortization and depreciation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE FIRST THREE QUARTERS OF 1998.
As in the past, Northwest I experienced lower occupancy levels in the first
three months of the year. In addition, extensive renovations at the Federal Way
motel were not completed until well into the second quarter of 1998 resulting in
lower than usual occupancy levels through June 30, 1998.
Current assets exceeded current liabilities by $125,497, $15,817, and
$406,721 in the first, second, and third quarters of 1998 respectively resulting
in the current ratios noted below. The increase in current assets in third
quarter 1998 was due largely to an increase in cash reserves. Accounts payable
dropped $54,587 while current portion of long-term debt and accrued expenses
rose a combined $135,290 in the second quarter resulting in an overall $84,959
increase in current liabilities. Liabilities related to the Federal Way
renovation were paid in the third quarter causing accounts payable to decrease
by $72,523 and are the main component of the $82,908 decrease in current
liabilities.
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QUARTERLY BALANCE SHEET DATA
For the quarters ended September 30, June 30, and March 31, 1998:
MARCH 31, 1998 JUNE 30, 1998 SEPTEMBER 30, 1998
-------------- ------------- ------------------
Current Assets ......... $ 426,733 $ 402,012 $ 710,008
Current Liabilities .... $ 301,236 $ 386,195 $ 303,287
Current Ratio .......... 1.42:1 1.04:1 2.34:1
Total sales for the third quarter of 1998 were $1,047,213, an increase of
$253,033 from second quarter 1998 and $423,127 higher than the first three
months of the year. As in the past, occupancy figures and, in turn, revenue
figures are significantly lower in the first quarter of the year. Average
occupancy figures posted strong gains in the third quarter helping to boost
total room revenues.
Renovations at the Federal Way motel began in the first quarter and, as a
result, Supplies and Maintenance expenses increased significantly. This increase
coupled with higher Payroll and Related expenditures were the main cause of the
28% increase in Direct Operating Expenses in the second quarter of 1998.
Indirect Operating expenses remain relatively flat with slight increases in
Advertising and "Other" expenses accounting for much of the $14,721 increase in
the third quarter.
Property Management and Franchise Fee expenses continue to parallel room
revenue in their steady increase from the first through third quarters.
Northwest I operates the motels as a franchise of Super 8 Motels, Inc.
Nationwide the Super 8 motel chain continues to grow, increasing the name
familiarity of the chain.
AS OF DECEMBER 31, NUMBER OF SUPER 8 MOTELS INCREASE
------------------ ------------------------ --------
1997 1,614 122
1996 1,492 92
1995 1,400 180
1994 1,220 159
1993 1,060 119
1992 941 78
The Super 8 "Superline" national reservation system and "VIP Club"
(approximately 5,000,000 members) continue to be improved.
Prior to 1985, Northwest I had been accruing the motels' property management
fees. Though the obligation to pay those fees existed, the terms of the
partnership agreement of Northwest I did not allow them to be paid until such
time as the limited partners had received a cumulative annual 10% return on
their adjusted capital investment. For the period 1986 through 1993, upon the
advice of Northwest I's prior accounting firm, Northwest I's accounting policy
regarding these fees was changed to expense them when paid (instead of when
incurred) and to not accrue unpaid property management fees as a liability on
the face of the balance sheet.
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In 1994, Northwest I again changed its accounting policy for property
management fees to reflect, on Northwest I's income statement, the expense when
the obligation to pay the fee was incurred and to accrue the corresponding
liability on the face of Northwest I's balance sheet. Thus, the financial
information contained in this report conforms with that reporting position.
Previously incurred but unpaid management fees totaling approximately $605,000
were paid in 1997. Attention is directed to Note 6 in the notes to accompanying
audited December 31, 1997 financial statements, for a discussion of property
management fees.
YEAR 2000 COMPLIANCE ISSUE
Currently, equipment and software which handle motel reservations, and
credit card approvals are provided respectively by Super 8 Motels, Inc. and the
individual banking institutions with which the properties do business.
Currently, internal property accounting (with the exception of call accounting)
is completed manually. Pursuant to the POWER-UP program being designed,
instituted and paid for by Super 8 Motels, Inc., all motels will be provided a
PC-based property management system which integrates all reservations, credit
card approvals, call accounting, security and motel accounting into a single
system.
This fully integrated system is to be in place at every motel within the
Super 8 System by the third quarter of 1999. The equipment and software is new
and has been designed and developed by Super 8 Motels, Inc., and all franchisees
(including Northwest I) will be required to utilize it. Northwest I has been
assured by Super 8 Motels, Inc. that the total system will be year 2000
compliant. The total cost of this conversion, which may be borne by the motels
owned by the partnership, should not exceed $5,000 per motel.
Internally, the general partner of Super 8 Motels Northwest I and the
affiliated management company have undertaken the task of totally replacing the
current corporate accounting system to ensure that it will fully integrate with
the new property management system being installed by Super 8 Motels, Inc. It is
anticipated that this conversion will be completed by the year end 1999. Part of
the hardware and software will be provided by the POWER-UP initiative at no cost
to the company. For those systems purchased by the general partner or
affiliates, all software, hardware and systems vendors will be required to
certify that their products are year 2000 compliant. The cost attributed to each
motel in the partnership for this conversion should not exceed $5,000 per motel.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sole general partner of the Northwest I is Gerald L. Whitcomb.
Gerald L. Whitcomb, age 55, was educated at the University of Nebraska with
majors in economics and business finance. Mr. Whitcomb earned his J.D. from the
University of Nebraska in 1969, following which he practiced law until 1979.
Since 1979, he has been involved in the management of PGI and its affiliates.
Mr. Whitcomb is the principal organizer and stockholder of PGI and its
subsidiaries. Mr. Whitcomb is the general partner of Super 8 Motels Northwest I.
He is also a partner in Super 8 Motel Developers, which is the general partner
of Super 8 Motel of Lacey Associates, a general partner of Super 8 Motels
Northwest II, Juneau Motel Associates, Anchorage Motel Associates and Peninsula
Motel Associates, all Washington limited partnerships. Mr. Whitcomb is the
Managing partner of Tongass Motel Associates, an Alaska general partnership, Mr.
Whitcomb is a partner in Peninsula Properties Partnership.
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EXECUTIVE COMPENSATION
The general partner received no salary or bonus compensation from
Northwest I during the fiscal year ended December 31, 1997. See "Certain
Relationships and Related Transactions," below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
TITLE NAME PERCENT
----- ---- -------
General partner Gerald L. Whitcomb 1
Limited partners 1,050 various 99
As of December 31, 1998, Whitcomb owned 62 Northwest I Units in addition to his
1% interest as general partner. Those Units have been acquired from time-to-time
on a voluntary basis from investors seeking to liquidate their investment. See
Note 3 of Notes to the "Financial Statements" for a discussion of distributions
and allocations of profits and losses.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions between the partnership and the general partner, Gerald L.
Whitcomb, and affiliates of the general partner are as follows:
TRANSACTION 1997 1996 1995
------------- ------------- -------------
Purchases of supplies and equipment ... $ 68,447 $ 279,632 $ 106,529
Administrative service fees ........... $ 171,741 $ 159,779 $ 152,275
Property management fees .............. $ 149,011 $ 148,864 $ 115,938
Northwest I has a management agreement with Peninsula Management to employ
it for a period of 20 years as manager of the motels owned by Northwest I. The
agreement provides for payment of a property management fee to the affiliate
equal to 5% of the partnership's gross revenues from motel operations in
addition to reimbursement of certain out-of-pocket cost incurred by the
affiliate in connection with management of the property. The 5% base fees are
recorded as property management fees. The reimbursements of out-of-pocket costs
are recorded as administrative service fees.
Payment of property management fees is subordinated to receipt by the
limited partners of a cumulative, pre-tax return on their adjusted capital
investment of 10% per annum. This 10% was achieved during 1992. Effective July
1, 1992, management began paying monthly the current management fees. Unpaid
management fees relating to 1990 and before totaling $605,348 were paid in 1997.
Management believes that these transactions were made on terms at least as
favorable as could have been obtained from unaffiliated third parties.
41
48
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANT'S................................................ F-2
FINANCIAL STATEMENTS
Balance Sheets as of December 31, 1996, 1997 and September 30, 1998
(unaudited) .................................................................. F-3
Statements of Income for the years ended December 31, 1995, 1996 and 1997
and for the nine months ended September 30, 1997 and 1998
(unaudited) .................................................................. F-5
Statements of Changes in Partners' Equity for the years ended December 31,
1996 and 1997 and for the nine months ended September 30, 1998
(unaudited) .................................................................. F-6
Statements of Cash Flows for the years ended December 31, 1995, 1996 and
1997 and for the nine months ended September 30, 1997 and 1998
(unaudited) .................................................................. F-7
Notes to Financial Statements ................................................ F-8
F-1
49
REPORT OF INDEPENDENT ACCOUNTANTS
To the General and Limited Partners
Super 8 Motels Northwest I
We have audited the accompanying balance sheets of Super 8 Motels Northwest I as
of December 31, 1997 and 1996, and the related statements of income, changes in
partners' equity, and cash flows for the three years ended December 31, 1997,
1996 and 1995. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Super 8 Motels Northwest I as
of December 31, 1997 and 1996, and the results of its operations and its cash
flows for the three years ended December 31, 1997, 1996 and 1995, in conformity
with generally accepted accounting principles.
MOSS ADAMS LLP
Tacoma, Washington
January 29, 1998
F-2
50
SUPER 8 MOTELS NORTHWEST I
BALANCE SHEET
ASSETS
DECEMBER 31, SEPTEMBER 30, 1998
------------------------------ ------------------
1996 1997 (UNAUDITED)
----------- ----------- -----------
CURRENT ASSETS
Cash ............................ $ 544,684 $ 463,238 $ 638,984
Accounts receivable, trade ...... 21,518 10,623 17,768
Accounts receivable, affiliates . -- 5,932 --
Inventory ....................... 42,093 43,931 43,931
Prepaid expenses ................ 7,212 5,157 9,325
----------- ----------- -----------
Total current assets ........ 615,507 528,881 710,008
----------- ----------- -----------
PROPERTY AND EQUIPMENT, at cost
Land ............................ 2,053,409 2,036,056 2,036,057
Land improvements ............... 79,671 79,671 81,410
Buildings ....................... 2,836,155 2,836,155 2,836,155
Equipment, furniture and fixtures 1,021,108 1,021,108 1,032,110
----------- ----------- -----------
5,990,343 5,972,990 5,985,732
Less accumulated depreciation ... (2,022,417) (2,105,168) (2,167,415)
----------- ----------- -----------
Total property and equipment .... 3,967,926 3,867,822 3,818,317
----------- ----------- -----------
OTHER ASSETS
Loan fees ....................... 15,000 15,000 15,000
Franchise fees .................. 30,000 30,000 30,000
----------- ----------- -----------
45,000 45,000 45,000
Less accumulated amortization ... (25,500) (30,000) (33,375)
----------- ----------- -----------
19,500 15,000 11,625
Deposits ........................ 34,343 38,093 3,100
----------- ----------- -----------
Total other assets .......... 53,843 53,093 14,725
----------- ----------- -----------
$ 4,637,276 $ 4,449,796 $ 4,543,050
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-3
51
SUPER 8 MOTELS NORTHWEST I
BALANCE SHEET
LIABILITIES AND PARTNERS' EQUITY
DECEMBER 31, SEPTEMBER 30, 1998
--------------------------- ------------------
1996 1997 (UNAUDITED)
---------- ---------- ----------
CURRENT LIABILITIES
Accounts payable, trade .............. $ 37,503 $ 34,373 $ 49,270
Accounts payable, affiliates ......... 29,609 36,432 30,412
Accounts payable, partners ........... 88,307 88,221 95,686
Current portion of long-term debt .... 46,000 49,000 127,919
---------- ---------- ----------
Total current liabilities ............ 201,419 208,026 303,287
---------- ---------- ----------
LONG-TERM DEBT, net of current portion shown
above ......................................... 1,331,791 1,284,675 1,306,202
---------- ---------- ----------
ACCRUED PROPERTY MANAGEMENT FEES
605,348 -- --
COMMITMENTS (Notes 7 and 9)
PARTNERS' EQUITY
General partner's equity ................. 329,065 461,460 457,929
Limited partners' equity (authorized,
issued and outstanding 6,000 units) . 2,169,653 2,495,635 2,475,632
---------- ---------- ----------
2,498,718 2,957,095 2,933,561
---------- ---------- ----------
$4,637,276 $4,449,796 $4,543,050
========== ========== ==========
Book value per unit ...................... $ 416.45 $ 492.85 $ 488.93
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
52
SUPER 8 MOTELS NORTHWEST I
STATEMENTS OF INCOME
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
YEARS ENDED DECEMBER 31 1997 1998
-------------------------------------------- ---------- ----------
1995 1996 1997 (UNAUDITED) (UNAUDITED)
---------- ---------- ---------- ---------- ----------
SALES
Rooms ...................... $2,219,855 $2,859,260 $2,857,164 $2,288,637 $2,376,747
Other ...................... 99,187 116,665 123,501 93,754 88,732
---------- ---------- ---------- ---------- ----------
2,319,042 2,975,925 2,980,665 2,382,391 2,465,479
---------- ---------- ---------- ---------- ----------
DIRECT OPERATING EXPENSES
Payroll and related expenses 474,549 497,037 548,646 418,814 460,675
Supplies and maintenance ... 598,914 285,864 124,634 95,179 349,845
Utilities .................. 142,569 154,073 159,214 119,365 120,588
Other ...................... 30,761 35,997 36,970 21,195 36,481
---------- ---------- ---------- ---------- ----------
1,246,793 972,971 869,464 654,553 967,589
---------- ---------- ---------- ---------- ----------
INDIRECT OPERATING EXPENSES
Taxes (principally property
taxes) and fees ........ 126,524 124,915 133,364 55,908 97,206
Advertising and promotion .. 94,555 68,958 71,101 36,324 56,594
Bank and credit card .......
charges ................ 35,972 46,174 46,005 23,421 43,164
Insurance .................. 29,250 29,144 29,501 101,444 20,912
Other ...................... 10,718 10,866 9,531 12,079 5,910
---------- ---------- ---------- ---------- ----------
297,019 280,057 289,502 229,176 223,786
---------- ---------- ---------- ---------- ----------
ADMINISTRATIVE AND
GENERAL EXPENSES
Administrative service fees 152,275 159,779 171,741 129,958 109,578
Property management fees ... 115,938 148,864 149,011 91,545 123,274
Franchise fees ............. 88,894 114,192 113,167 119,120 95,070
Professional services ...... 66,574 49,386 42,471 25,227 25,514
Other ...................... 20,710 34,304 42,943 34,001 21,799
---------- ---------- ---------- ---------- ----------
444,391 506,525 519,333 399,851 375,235
---------- ---------- ---------- ---------- ----------
FIXED CHARGES
Depreciation ............... 103,390 106,116 82,752 3,375 62,246
Interest expense ........... 88,797 128,631 123,416 62,064 99,191
Amortization ............... 2,251 4,500 4,500 94,402 3,375
Current Lease .............. 13,725 40,170 40,385 30,305 31,402
---------- ---------- ---------- ---------- ----------
208,163 279,417 251,053 190,146 196,214
---------- ---------- ---------- ---------- ----------
INCOME FROM
OPERATIONS ................. 122,676 936,955 1,051,313 908,665 702,655
OTHER INCOME .................... 9,747 11,955 38,080 20,439 14,988
---------- ---------- ---------- ---------- ----------
NET INCOME ...................... $ 132,423 $ 948,910 $1,089,393 $ 929,104 $ 717,643
========== ========== ========== ========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT ........... $ 18.76 $ 134.43 $ 154.33 $ 96.67 $ 119.62
========== ========== ========== ========== ==========
Earnings to fixed charges ....... $.64:1 $3.40:1 $4.34:1 $4.89:1 $3.66:1
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-5
53
SUPER 8 MOTELS NORTHWEST I
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1998 (UNAUDITED)
General Limited
Partner Partner Total
----------- ----------- -----------
BALANCE, December 31, 1995 ........... $192,789 $1,963,080 $2,155,869
Distributions paid ........... (6,061) (600,000) (606,061)
Net income ................... 142,337 806,573 948,910
----------- ----------- -----------
BALANCE, December 31, 1996 ............ 329,065 2,169,653 2,498,718
Distributions paid ........... (31,016) (600,000) (631,016)
Net income ................... 163,411 925,982 1,089,393
----------- ----------- -----------
BALANCE, December 31, 1997 ............ 461,460 2,495,635 2,957,095
Distributions paid ........... (141,177) (600,000) (741,177)
Net income ................... 137,646 579,997 717,643
----------- ----------- -----------
BALANCE, September 30, 1998 (unaudited) $ 457,929 $ 2,475,632 $ 2,933,561
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-6
54
SUPER 8 MOTELS NORTHWEST I
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED
SEPTEMBER 30,
YEAR ENDED DECEMBER 31, 1997 1998
1995 1996 1997 (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Revenues and other income received in cash $ 2,345,287 $ 2,985,522 $ 3,011,125 $ 2,386,891 $ 2,479,254
Operating expenses paid in cash .......... (1,929,863) (1,847,462) (2,323,835) (1,851,054) (1,548,152)
Interest paid ............................ (89,744) (128,471) (123,539) (94,402) (101,884)
----------- ----------- ----------- ----------- -----------
Net cash provided by operating activities 325,680 1,009,589 563,751 441,435 829,218
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment ...... (653,803) (43,332) -- (270) (12,742)
Proceeds from sale of asset .............. -- 3,000 29,935 26,606 --
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in) investing
activities ........................... (653,803) (40,332) 29,935 26,336 (12,742)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan ....................... 999,999 -- -- -- 196,225
Payment of appraisal and loan fees ....... (15,000) -- -- -- --
Principal payments on long-term debt ..... (86,990) (40,658) (44,116) (35,236) (95,808)
Distributions to:
Limited partners ..................... (600,000) (600,000) (600,000) (450,000) 600,000
General partner ...................... (6,061) (6,061) (31,016) (4,545) (141,177)
----------- ----------- ----------- ----------- -----------
Net cash (used in) provided by
financing activities ................. 291,948 (646,719) (675,132) (489,781) (640,730)
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ................................... (36,175) 322,538 (81,446) (22,011) 175,746
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
beginning of year ........................ 258,321 222,146 544,684 544,684 463,238
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
end of year .............................. $ 222,146 $ 544,684 $ 463,238 $ 522,673 $ 638,984
=========== =========== =========== =========== ===========
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY OPERATING
ACTIVITIES
Net income ............................... $ 132,423 $ 948,910 $ 1,089,393 $ 929,104 $ 717,643
----------- ----------- ----------- ----------- -----------
Adjustments to reconcile net income to
net
cash provided by operating activities:
Depreciation and amortization ............ 105,641 110,616 87,252 65,439 64,497
(Gain) loss on sale of asset ............. -- 1,444 (12,583) -- --
Change in assets and liabilities
Accounts receivable ...................... 16,498 (2,358) 4,963 (15,939) (1,213)
Inventory ............................ 6,664 184 (1,838) -- --
Prepaid expenses ..................... (9,135) 6,110 2,055 (2,826) (4,168)
Deposits ............................. (1,240) (633) (3,750) (10,778) 34,993
Accounts payable ..................... 73,397 (58,692) 3,693 60,981 8,877
Accrued expenses ..................... 1,432 4,008 (86) 20,802 8,589
Accrued management fees .............. -- -- (605,348) (605,348) --
----------- ----------- ----------- ----------- -----------
193,257 60,679 (525,642) (487,669) 111,575
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES ........................... $ 325,680 $ 1,009,589 $ 563,751 $ 441,435 $ 829,218
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-7
55
SUPER 8 MOTELS NORTHWEST I
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PARTNERSHIP OPERATIONS
Super 8 Motels Northwest I is a Washington limited partnership. The
partnership owns and operates two motels: one in Federal Way,
Washington, and one in the vicinity of the Seattle-Tacoma International
Airport.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH EQUIVALENTS - Cash equivalents are investments with maturity at
date of purchase of three months or less.
INVENTORY - Inventory consists of various operating supplies which have
been valued at cost.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost and
are depreciated using straight-line and accelerated methods over
estimated useful lives as follows:
Years
-----
Land improvements 28
Buildings 25 and 30
Equipment, furniture and fixtures 5 and 7
Expenditures for maintenance and repairs and minor renewals and
betterments are charged to expense when incurred. Renewals and
betterments which extend the lives of the assets involved, if material
in amount, are capitalized.
LOAN FEES - Loan fees incurred in connection with financing for
remodeling the Sea-Tac motel are amortized over a 5 year period.
FRANCHISE FEES - Initial franchise fees are stated at cost;
amortization of this amount is provided using the straight-line method
over 20 years.
ACCRUED VACATION - It is the partnership's policy to expense vacation
pay as paid rather than as earned as required by generally accepted
accounting principles. The effect upon the financial statements is not
significant.
INCOME TAXES - No provision has been made in the accompanying financial
statements for federal or state income taxes as taxable income or loss
of the partnership is allocated to and included in the taxable income
of the partners. See Note 5 for additional discussion.
INCOME PER LIMITED PARTNERSHIP UNIT - Net income per limited
partnership Unit is computed by dividing the limited partners' share
of net income by the limited partners' Units outstanding for each year.
CONCENTRATION OF CREDIT RISK - The partnership has bank deposits in
excess of federal deposit insurance limits. The partnership's
management does not anticipate any adverse effect on its financial
position resulting from the credit risk.
F-8
56
SUPER 8 MOTELS NORTHWEST I
NOTES TO FINANCIAL STATEMENTS
- (CONTINUED) -
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
UNAUDITED INTERIM FINANCIAL INFORMATION - The unaudited financial
statements at September 30, 1998 and for the nine months ended
September 30, 1998 and 1997 have been prepared on the same basis as the
audited financial statements included herein. In the opinion of
management, such unaudited financial statements include all adjustments
(consisting of only normal recurring adjustments) necessary to present
fairly the information set forth therein. The results for the nine
months ended September 30, 1998 and 1997 are not necessarily indicative
of results to be expected for the full year or for any other interim
period.
NOTE 3 - DISTRIBUTIONS AND ALLOCATIONS OF PROFITS AND LOSSES
DISTRIBUTIONS - Under the partnership agreement, on a quarterly basis,
the general partner determines the amount, if any, of cash available
for distribution and distributes cash as follows:
1% to the general partner and 99% to the limited partners until the
limited partners have received a cumulative pretax return on their
adjusted capital investment equal to 10% per year through the end of
the partnership year for which the distribution is being made, then:
Payment of unpaid balance of property management fees, if any. (See
Note 6.)
Any remaining cash will be distributed 15% to the general partner and
85% to the limited partners.
PROFIT AND LOSSES - Profits and losses are allocated 1% to the general
partner and 99% to the limited partners until the limited partners have
received a cumulative pretax return of 10% per year on their adjusted
capital investment; and thereafter, 15% to the general partner and 85%
to the limited partners. At the years ended December 31, 1995, 1996 and
1997, the limited partners received a cumulative pretax return of 10%
and the partnership's net income for these years has been allocated 15%
to the general partner and 85% to the limited partners.
F-9
57
SUPER 8 MOTELS NORTHWEST I
NOTES TO FINANCIAL STATEMENTS
- (CONTINUED) -
NOTE 4 - LONG-TERM DEBT
Long-term debt at December 31, 1996 and 1997 consists of the following:
1996 1997
----------- -----------
Note payable to bank, collateralized by real property; interest at 8.5%
for 1997 and 1996. The rate is adjustable each year based on an
amount equal to the monthly median cost of funds index for FSLIC
insured savings and loan associations plus 3.575%; or, if less, 1%
plus such amount; payable in monthly installments of
$4,204 including interest; due January 2010. $397,511 $380,193
Line of credit, collateralized by deed of trust on real property. The
rate is variable at lender's prime rate plus 1%, payable in monthly
interest only payments through March 31, 1996, changing to monthly
installments of $9,768 plus interest; due February 2001. The bank's
prime rate of interest at December 31, 1997 is 8.5%. 980,280 953,482
----------- -----------
1,377,791 1,333,675
46,000 49,000
Less current portion ----------- -----------
$ 1,331,791 $ 1,284,675
=========== ===========
Based on the December 31, 1997 interest rates, principal payments
required on these notes during each of the next five years and
thereafter are as follows:
1998 $49,000
1999 52,000
2000 57,000
2001 62,000
2002 68,000
Thereafter 1,045,675
-----------
$ 1,333,675
===========
NOTE 5 - INCOME TAXES
The cost of certain assets and the amount of certain expenses reported
for federal income tax purposes are different from the amounts reported
under generally accepted accounting principles in the accompanying
financial statements. The differences arise primarily from:
Depreciating land improvements and buildings for financial reporting
purposes using the straight-line method over a 30 year life,
and for federal income tax purposes using the straight-line
method over 15, 18, or 31.5 year life.
Depreciating furniture and equipment for financial reporting purposes
using accelerated and straight-line methods over a 5 or 7 year
life, and for federal income tax purposes using the
accelerated cost recovery method or the modified accelerated
cost recovery method over a 5 or 7 year life.
F-10
58
SUPER 8 MOTELS NORTHWEST I
NOTES TO FINANCIAL STATEMENTS
- (CONTINUED) -
Deductingsales tax incurred prior to 1987 on property and equipment
acquisitions as an expense for federal income tax purposes and
capitalizing it for financial reporting purposes.
The following is a reconciliation of net income for financial reporting
purposes to net income for federal income tax reporting purposes:
1995 1996 1997
----------- ----------- -----------
Net income as shown in the statement of income ..... $ 132,423 $ 948,910 $ 1,089,393
Additional depreciation and amortization for income (59,171) (61,153) (6,116)
tax purposes
Accrued property management fees .............. -- -- (605,348)
Other ......................................... 1,380 349 3,769
----------- ----------- -----------
Net income for federal income tax reporting purposes
$ 74,632 $ 888,106 $ 481,698
=========== =========== ===========
NOTE 6 - RELATED PARTY TRANSACTIONS
Transactions between the partnership and the general partner, Gerald L.
Whitcomb, and affiliates of the general partner are as follows:
1995 1996 1997
-------- -------- --------
Purchases of supplies and equipment $106,529 $279,632 $68,447
Administrative service fees $152,275 $159,779 $171,741
Property management fees $115,938 $148,864 $149,011
The partnership has a management agreement with an affiliate of the
general partner to employ the affiliate for a period of 20 years as
manager of the motels owned by the partnership. The agreement provides
for payment of a property management fee to the affiliate equal to 5%
of the partnership's gross revenues from motel operations in addition
to reimbursement of certain out-of-pocket cost incurred by the
affiliate in connection with management of the property. The 5% base
fees are recorded as property management fees. The reimbursements of
out-of-pocket costs are recorded as administrative service fees.
Payment of property management fees is subordinated to receipt by the
limited partners of a cumulative, pretax return on their adjusted
capital investment of 10% per annum. This 10% was achieved during 1992.
Effective July 1, 1992, management began paying monthly the current
management fees. Unpaid management fees relating to 1990 and before
totaling $605,348 were paid in 1997.
NOTE 7 - COMMITMENTS
FRANCHISE LIMITED PARTNERSHIP AGREEMENTS - The partnership has
purchased franchise rights to provide motel services to the general
public using a system commonly known as Super 8 Motels. An initial
franchise fee of $15,000 was paid for each motel and the partnership is
committed to pay additional fees equal to 4% of gross room revenue for
the 20 year term of the respective agreements. In addition, 1% of gross
room revenue is
F-11
59
SUPER 8 MOTELS NORTHWEST I
NOTES TO FINANCIAL STATEMENTS
- (CONTINUED) -
remitted to Super 8 Motels for advertising and participation in the
national reservation system. This amount is included in advertising and
promotion.
LEASE COMMITMENTS - The partnership has an operating lease for
equipment at the Sea-Tac motel. The remaining term of the operating
lease is 1.5 years as of December 31, 1997.
Future minimum lease payments based on current rents are as follows:
1998 $37,126
1999 6,188
-------
$43,314
=======
NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
CASH AND CASH EQUIVALENTS - The carrying amount approximates fair value
because of the short-term maturity of those instruments.
LONG-TERM DEBT - The carrying amounts of the partnership's borrowings
under its long-term revolving credit agreement and notes payable
approximate fair value.
NOTE 9 - YEAR 2000 COMPLIANCE
Currently, motel reservations and credit card approvals are handled by
equipment and software provided respectively by Super 8 Motels, Inc.
and the individual banking institutions with which the properties do
business. Currently, internal accounting (with the exception of call
accounting) is completed manually. Pursuant to the POWER-UP program
being designed, instituted, and paid for by Super 8 Motels, Inc. all
motels will be provided a PC-based property management system which
integrates all reservations, credit card approvals, call accounting,
security, and motel accounting into a single system.
This fully integrated system is to be in place at every motel within
the Super 8 System by the third quarter of 1999. The new equipment and
software have been designed and developed by the franchisor, and the
franchisee will be required to utilize it. The partnership has been
assured by Super 8 Motels, Inc. that the total system will be year 2000
compliant. The total cost of this conversion, which may be borne by the
motels owned by the partnership, should not exceed $5,000 per motel.
Internally, the general partner and the affiliated management company
have undertaken the task of totally replacing the current corporate
accounting system to ensure that it will fully integrate with the new
Property Management Systems being installed by Super 8 Motels, Inc. It
is anticipated that this conversion will be completed by year end 1998.
Part of the hardware and software will be provided by the POWER-UP
initiative at no cost to Northwest I. For those systems purchased by
the general partner or affiliates, all software, hardware, and systems
vendors will be required to certify that their products are year
F-12
60
SUPER 8 MOTELS NORTHWEST I
NOTES TO FINANCIAL STATEMENTS
- (CONTINUED) -
2000 compliant. The cost attributed to each motel in the partnership
for this conversion should not exceed $5,000 per motel.
NOTE 10 - NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131,
"Disclosures About Segments of an Enterprise and Related Information,"
which is required to be adopted for annual periods beginning after
December 15, 1997 and interim periods beginning in fiscal year 1999.
SFAS No. 131 establishes standards for the way that public companies
report information about operating segments in an annual financial
statements and requires that those companies report information about
segments in interim financial reports issued to shareholders. The
partnership's management believes this new standard will not have
significant effect on the partnership's financial position or results
of operations.
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use,"
which establishes new accounting and reporting standards for the costs
of computer software developed or obtained for internal use. This
statement will be applied prospectively and is effective for fiscal
years beginning after December 15, 1998. The partnership's management
believes that implementation of this new standard will not have a
significant effect on its financial position or results of operations.
In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities," which requires costs of start-up activities to be
expensed as incurred. This statement is effective for fiscal years
beginning after December 15, 1998. The statement requires capitalized
costs related to start-up activities to be expensed as a cumulative
effect of a change in accounting principle when the statement is
adopted. The partnership's management believes that the adoption of
this new standard will not have a significant effect on its financial
position or result of operations.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes new
accounting and reporting standards requiring that all derivative
instruments (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. The statement requires that
changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses
to offset related results on the hedged item in the income statement
and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting.
This statement is effective for all fiscal years beginning after June
15, 1999. The partnership's management believes that the adoption of
this new standard will not have a significant effect on its financial
position or result of operations.
F-13
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ANNEX I
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this
"Agreement") dated as of December 31, 1998, between GERALD L. WHITCOMB (the
"General Partner") on behalf of SUPER 8 MOTELS NORTHWEST I, a Washington limited
partnership ("NWI"), and COLUMBUS PROPERTIES L.L.C., a Washington limited
liability company ("Columbus").
RECITALS
WHEREAS, NWI has heretofore issued limited partnership units (the
"Units"), each representing limited partner interests in NWI;
WHEREAS, the General Partner is the sole general partner of NWI;
WHEREAS, NWI wishes to merge with and into Columbus (the
"Merger") pursuant and subject to the terms and conditions of this Agreement,
whereby each issued and outstanding Unit will be converted into the right to
receive $1,609.00 (the "Merger Consideration");
WHEREAS NWI has retained the services of Ragen McKenzie
Incorporated to render its opinion as to the fairness of the Merger
Consideration to the holders of the Units (the "Unitholders") from a financial
point of view;
WHEREAS, the General Partner has also retained the services of
McKee & Schalka, an MAI Appraiser to appraise the real property and/or leasehold
interests owned by NWI;
WHEREAS, the General Partner, on behalf of NWI, has duly approved
this Agreement and the Merger pursuant hereto; and
WHEREAS, this Agreement and the Merger will be submitted to the
Unitholders for approval and adoption at a meeting of Unitholders called for
such purpose (the "Merger Meeting") pursuant to Section 16.2 of the Amended
Certificate and Agreement of Limited Partnership of SUPER 8 MOTELS NORTHWEST I,
dated March 31, 1980, as amended, (the "Partnership Agreement").
NOW THEREFORE, in consideration of the mutual benefits to be
derived from this Agreement and of the representations, warranties, agreements
and conditions contained in this Agreement, the parties agree as follows.
ARTICLE I
The Merger
1.1 The Merger. In accordance with and subject to (a) the provisions of
this Agreement, (b) the Articles of Merger (as hereinafter defined), and (c) the
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Uniform Limited Partnership Act (the "Washington Limited Partnership Act") and
the Washington Limited Liability Company Act (the "Washington Limited Liability
Company Act"), at the Effective Time (as hereinafter defined), NWI shall be
merged with and into Columbus in the Merger. As a result of the Merger, the
separate existence of NWI shall cease and Columbus shall continue as the
surviving company. Columbus is hereinafter sometimes referred to as the
"Surviving Company."
1.2 Effective Time of the Merger. Subject to the provisions of this
Agreement, Articles of Merger, a form of which is attached hereto as Exhibit A,
(the "Articles of Merger"), including the Plan of Merger, a form of which is
attached hereto as Exhibit B (the "Plan of Merger") shall be duly executed and
filed by NWI and Columbus on the Closing Date (as hereinafter defined) in the
manner provided in Section 25.10.820 of the Washington Limited Partnership Act
and Section 25.15.405 of the Washington Limited Liability Company Act. The
Merger shall become effective at such time on the Closing Date as the Articles
of Merger are filed with the Secretary of State of the State of Washington (or
such later time as may be specified in the Articles of Merger) (the "Effective
Time").
1.3 Closing. Unless this Agreement shall have been terminated and the
transactions contemplated by this Agreement shall have been abandoned pursuant
to the provisions of Article VIII, and subject to the provisions of Sections 7.1
and 7.2 hereof, the closing of the Merger (the "Closing") will take place at the
earliest 10:00 a.m., Tumwater, WA. time, on the first Business Day (as
hereinafter defined) occurring after the Merger Meeting (which shall occur after
the passage of 20 business days from and after the mailing of the Proxy
Statement (as defined below) to Unitholders) and at the latest on the last
business day of the month in which the Merger Meeting occurs, or, if all of the
conditions set forth in Section 7.1 and 7.2 hereof shall not have been satisfied
(or waived in accordance with Section 9.2 hereof), at such later date and time
which is agreed to in writing by the parties (the "Closing Date"). The Closing
shall take place at the offices of NWI at 751 Terminal Street SW, Tumwater,
Washington 98501, unless another place is agreed to by the parties. For purposes
of this Agreement, "Business Day" shall mean any day except Saturday, Sunday or
any day on which banks are generally not open for business in Tumwater,
Washington.
1.4 Effects of the Merger. The Merger shall, from and after the
Effective Time, have the effects provided for in the Washington Limited
Partnership Act and the Washington Limited Liability Company Act.
(a) Conversion of Units. At the Effective Time, by virtue of the
Merger and without any action on the part of NWI, Columbus, or any holder of any
of the Units, each Unit that is issued and outstanding immediately prior to the
Effective Time shall be canceled, extinguished and retired, and be converted
into and become a right to receive, without interest, the Merger Consideration.
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(b) The Whitcombs' Interests. Notwithstanding Section 1.4(a), at
the Effective Time, by virtue of the Merger and without any action on the part
of NWI, Columbus, or Gerald L. and/or Maryanne Whitcomb, any partnership
interest (general or limited) in NWI owned by Gerald L. and/or Maryanne Whitcomb
shall be contributed to Columbus in exchange for units in Columbus.
1.5 Payment.
(a) From and after the Effective Time, such bank, trust or other
stock transfer company as shall be selected by Columbus shall act as payment
agent (the "Payment Agent") in effecting the payment of the Merger Consideration
for Units pursuant to Section 1.4(a) hereof. At or before the Effective Time,
Columbus shall deposit with the Payment Agent the aggregate Merger Consideration
in trust for the benefit of the Unitholders. Promptly after the Effective Time,
the Payment Agent shall mail to each record holder of Units a form of letter of
transmittal and any other required forms (the "Transmittal Documents") (which
shall specify that delivery shall be effected, and risk of loss and title to
such Units shall pass, only upon delivery of the Transmittal Documents to the
Payment Agent) and instructions for use in delivering the Transmittal Documents
and receiving the Merger Consideration for each Unit owned by the Unitholder.
Upon the surrender of such Transmittal Documents and the payment by the Payment
Agent of the Merger Consideration in exchange therefor, the Units owned by such
Unitholder shall forthwith be canceled. Until so surrendered and exchanged, the
Units owned by such Unitholder shall represent solely the right to receive the
Merger Consideration multiplied by the number of Units owned by such Unitholder,
and the holder thereof shall have no rights whatsoever as a Unitholder of NWI or
the Surviving Company. Upon the surrender of such Units, the holder shall
receive such Merger Consideration, without any interest thereon. If any cash is
to be paid to a name other than the name in which the Units surrendered in
exchange therefor is registered, it shall be a condition to such payment that
the person requesting such payment shall pay to the Payment Agent any transfer
or other taxes required by reason of the payment of such cash to a name other
than that of the registered holder of the Units surrendered, or such person
shall establish to the satisfaction of the Payment Agent that such tax has been
paid or is not applicable. Notwithstanding the foregoing, neither the Payment
Agent nor any party hereto shall be liable to a holder of Units for any Merger
Consideration or other payments made to a public official pursuant to applicable
abandoned property laws. The Surviving Company and the Payment Agent shall be
entitled to deduct and withhold from the Merger Consideration otherwise payable
to a holder of Units pursuant to the Merger any taxes or other amounts as are
required by applicable law, including without limitation Sections 3406 and 1445
of the Internal Revenue Code of 1986. To the extent that amounts are so withheld
by the Surviving Company or the Payment Agent, they shall be treated for all
purposes of this Agreement as having been paid to the holder of the Units in
respect of which such deduction and withholding was made.
(b) Six (6) months after the Closing Date, the Surviving Company
shall be entitled to the return of all amounts then held by the Payment Agent
pursuant to Section 1.5(a) (including earnings thereon), and the Payment Agent's
duties shall terminate.
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Thereafter, any holder of Units shall look only to the Surviving Company
(subject to applicable abandoned property, escheat and similar laws) as a
general creditor to receive in exchange therefor the Merger Consideration,
without any interest thereon.
(c) At and after the Effective Time, there shall be no transfers
on the books of the Surviving Company of any Units. As of the Effective Time,
each holder of a Unit which was converted into the right to receive cash
pursuant to Section 1.4(a) hereof shall be deemed to have withdrawn as a limited
partner and shall have no further interest in NWI or the Surviving Company or
any allocations or distributions of income, property or otherwise, other than
the right to receive the Merger Consideration as provided in this Article I.
1.6 Deregistration of Units. Following the Effective Time, the General
Partner, on behalf of NWI, shall take all actions necessary to effect the
deregistration of the Units with the Securities and Exchange Commission (the
"Commission").
1.7 Dissenters' Rights. Unitholders shall have dissenters' rights in
connection with the Merger as set forth in Article 14 of Chapter 25.10 of the
Revised Code of Washington.
ARTICLE II
Approval of the Merger
2.1 Actions of NWI and the General Partner.
(a) The General Partner hereby consents to the Merger, agrees in
all respects with the terms of this Agreement and, subject to the terms and
conditions of this Agreement, the consummation of the transactions contemplated
hereby. In connection therewith, pursuant to the Washington Limited Partnership
Act and Article VI of the Partnership Agreement, by executing this Agreement,
the General Partner, as the sole general partner of NWI, subject to the
requisite approval of the Unitholders at the Merger Meeting, consents to and
approves in all respects this Agreement and the transactions contemplated hereby
(including, without limitation, the Merger) on behalf of NWI.
(b) The General Partner shall submit this Agreement and the
Merger to a vote by the Unitholders in person or by proxy, at the Merger Meeting
to be held twenty (20) calendar days from and after the mailing of the Proxy
Statement to the Unitholders.
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2.2 Proxy Statement. Promptly following the execution of this Agreement,
NWI shall prepare (and Columbus shall cooperate in preparing) and as soon as
reasonably practicable thereafter shall file with the Commission a preliminary
proxy statement with respect to the Merger. Subject to compliance with the rules
and regulations of the Commission, NWI shall thereafter file with the Commission
and mail to Unitholders a definitive proxy statement with respect to the Merger
(the "Proxy Statement"). The term "Proxy Statement" shall mean such Proxy
Statement at the time it initially is mailed to the Unitholders and all
amendments or supplements thereto, if any, similarly filed and mailed. Columbus
and NWI each agree to correct any information provided by it for use in the
Proxy Statement which shall have become false or misleading in any material
respect.
ARTICLE III
Representations and Warranties of Columbus
Columbus represents and warrants at the date hereof to NWI and
the General Partner as follows:
3.1 Organization and Qualification. Columbus is a limited liability
company duly formed, validly existing and in good standing under the laws of the
State of Washington, with the requisite power and authority to carry on its
respective business as now conducted. Columbus is duly qualified to do business,
and is in good standing, in each jurisdiction where the character of its
properties owned or leased or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified or in good
standing would not, in the aggregate, have a material adverse effect on
Columbus. Copies of the certificate of formation and operating agreement of
Columbus (such documents, the "Columbus Organizational Documents") previously
delivered to NWI and the General Partner are accurate and complete as of the
date hereof.
3.2 Authority Relative to this Agreement. Columbus has the requisite
power and authority to enter into this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by Columbus
and the consummation by Columbus of the transactions contemplated hereby have
been duly authorized by Columbus' managers and members as is necessary and no
other action or proceeding on the part of Columbus is necessary to authorize the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by Columbus and constitutes a valid and binding obligation of
Columbus, enforceable in accordance with its terms, except to the extent that
its enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally or by general equitable principles.
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3.3 Compliance.
(a) Neither the execution and delivery of this Agreement by
Columbus, nor the consummation of the transactions contemplated hereby nor
compliance by Columbus with any of the provisions hereof will (i) violate,
conflict with, or result in a breach of any provision of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the properties or assets of Columbus under any of the
terms, conditions or provisions of (x) the Columbus Organizational Documents (y)
any material note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which it or any of its properties
or assets, may be subject, or (ii) subject to compliance with the statutes and
regulations referred to in the next paragraph, violate any judgment, ruling,
order, writ, injunction, decree, statute, rule or regulation applicable to
Columbus or any of its properties or assets, except, in the case of each of
clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults,
terminations, accelerations or creations of liens, security interests, charges
or encumbrances, which in the aggregate, would not have a material adverse
effect on the transactions contemplated hereby or on the condition (financial or
other), business or operations of Columbus (a "Material Adverse Effect on
Columbus").
(b) Other than in connection with or in compliance with the
provisions of the Washington Limited Partnership Act, the Washington Limited
Liability Company Act, the Exchange Act or "blue sky" laws ("Blue Sky Laws") or
other similar statutes and regulations, no notice to, filing with, or
authorization, consent or approval of, any domestic or foreign public body or
authority is necessary for the consummation by Columbus of the transactions
contemplated by this Agreement, except where failure to give such notice, make
such filings, or obtain such authorizations, consents or approvals would not, in
the aggregate, have a Material Adverse Effect on Columbus.
3.4 Documents and Information. The information supplied by Columbus
expressly for inclusion in the Proxy Statement shall not, (i) at the time of the
mailing thereof and (ii) at the Closing Date, contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
3.5 Financing. Columbus has obtained a commitment letter from U.S. Bank
(the "Commitment"), subject to customary conditions, to lend Columbus sufficient
funds to consummate the Merger and to pay the Merger Consideration to the
Unitholders.
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ARTICLE IV
Representations and Warranties of NWI
NWI represents and warrants at the date hereof to Columbus as follows:
4.1 Organization and Qualification. NWI is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Washington and has the requisite power and authority to carry on its business as
it is now being conducted. A copy of the Partnership Agreement (the
"Organizational Documents of NWI") which has heretofore been delivered to
Columbus is accurate and complete as of the date hereof.
4.2 Authority Relative to this Agreement. Subject to approval of this
Agreement and the transactions contemplated herein by Unitholders owing in the
aggregate at least sixty-six percent (66%) of the issued and outstanding Units
("Unitholder Approval") at the Merger Meeting, NWI has the requisite power and
authority to enter into this Agreement and to perform its obligations hereunder.
Subject to Unitholder Approval, the execution, delivery and performance of this
Agreement by NWI and the General Partner and the consummation by NWI and the
General Partner of the transactions contemplated hereby have been duly
authorized by NWI and the General Partner and no other action or proceeding on
the part of NWI or the General Partner is necessary to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby. Subject to Unitholder Approval, this Agreement
has been duly executed and delivered by NWI and the General Partner and
constitutes a valid and binding obligation of NWI, enforceable in accordance
with its terms, except to the extent that its enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally or by general equitable principles.
4.3 Capitalization. As of the date hereof, there are six thousand
(6,000) Units issued and outstanding. All such Units have been validly issued.
Other than such Units and the General Partner's general partnership interest,
there are no equity securities of NWI authorized or outstanding, and, no
outstanding options, warrants, rights to subscribe to (including any preemptive
rights), calls or commitments of any character whatsoever to which NWI is a
party or may be bound, requiring the issuance or sale of any Units or other
equity securities of NWI or securities or rights convertible into or
exchangeable for such Units or other equity securities of NWI, and there are no
contracts, commitments, understandings or arrangements by which NWI is or may
become bound to issue additional Units or other equity securities of NWI or
options, warrants or rights to purchase or acquire any additional Units or other
equity securities or securities convertible into or exchangeable for such Units
or other equity securities of NWI. None of the Units are held by NWI in
treasury.
4.4 Fees. NWI has not paid or agreed to pay any fee or commission to any
broker, finder or intermediary in connection with the transactions contemplated
hereby.
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4.5 Documents and Information. The information supplied by NWI expressly
for inclusion in the Proxy Statement shall not, (i) at the time of the mailing
thereof and (ii) at the Closing Date, contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
4.6 Opinion of Financial Advisor. Ragen MacKenzie Incorporated, the
financial advisor to NWI (the "Financial Advisor"), has delivered to NWI its
written opinion, dated December 31, 1998, to the effect that the Merger
Consideration to be received by the Unitholders pursuant to the Merger is fair,
from a financial point of view, to the Unitholders.
4.7 Compliance.
(a) Neither the execution and delivery of this Agreement by NWI
and the General Partner nor the consummation of the transactions contemplated
hereby nor compliance by NWI and the General Partner with any of the provisions
hereof will (i) violate, conflict with, or result in a breach of any provision
of, or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of NWI under any of
the terms, conditions or provisions of (x) the Organizational Documents of NWI
(y) any material note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which it or any of NWI's
properties or assets, may be subject, or (ii) subject to compliance with the
statutes and regulations referred to in the next paragraph, violate any
judgment, ruling, order, writ, injunction, decree, statute, rule or regulation
applicable NWI or the General Partner or any of NWI's properties or assets,
except, in the case of each of clauses (i) and (ii) above, for such violations,
conflicts, breaches, defaults, terminations, accelerations or creations of
liens, security interests, charges or encumbrances, which in the aggregate,
would not have a material adverse effect on the transactions contemplated hereby
or on the condition (financial or other), business or operations of NWI (a
"Material Adverse Effect on NWI").
(b) Other than in connection with or in compliance with the
provisions of the Washington Limited Partnership Act, the Washington Limited
Liability Company Act, the Exchange Act or "blue sky" laws ("Blue Sky Laws") or
other similar statutes and regulations, no notice to, filing with, or
authorization, consent or approval of, any domestic or foreign public body or
authority is necessary for the consummation by NWI and the General Partner of
the transactions contemplated by this Agreement, except where failure to give
such notice, make such filings, or obtain such authorizations, consents or
approvals would not, in the aggregate, have a Material Adverse Effect on NWI and
the General Partner.
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ARTICLE V
Covenants
5.1 Legal Conditions to the Merger. NWI and Columbus shall take all
reasonable actions necessary to comply promptly with all legal requirements with
respect to the Merger and shall take all reasonable action necessary to
cooperate promptly with and furnish information to the other parties in
connection with any such requirements. NWI and Columbus shall take all
reasonable actions necessary (i) to obtain (and will take all reasonable actions
necessary to promptly cooperate with the other parties in obtaining) any
consent, authorization, order or approval of, or any exemption by, any
administrative agency or commission or other governmental authority or
instrumentality (a "Governmental Entity"), or other third party, required to be
obtained or made (or cooperate in the obtaining of any thereof required to be
obtained) in connection with the Merger or the taking of any action contemplated
by this Agreement; (ii) to lift, rescind or mitigate the effect of any
injunction or restraining order or other order adversely affecting the
consummation of the transactions contemplated hereby; (iii) to fulfill all
conditions pursuant to this Agreement; and (iv) to prevent, with respect to a
threatened or pending temporary, preliminary or permanent injunction or other
order, decree or ruling, the entry thereof.
ARTICLE VI
Additional Agreements
6.1 Distributions to Partners Prior to the Merger. On or before January
31, 1999, NWI shall distribute an aggregate amount of $264,706.00 to the
partners of NWI, such amount to be allocated between the Unitholders and the
General Partner in accordance with Section 10.2 of the Partnership Agreement.
6.2 Expenses. Columbus shall bear all costs and expenses of each party
hereto and/or pay all costs and expenses on behalf of each party hereto incurred
in connection with the transactions contemplated by this Agreement, having taken
such costs and expenses, including any real estate excise taxes payable by the
Unitholders in connection with their transfer of Units, into consideration in
determining the amount of the Merger Consideration.
6.3 Allocation of Amount Realized Between Internal Revenue Code Section
751 Property and Non-Section 751 Property. Pursuant to Section 751 of the
Internal Revenue Code of 1986, as amended, (the "Code") Columbus and NWI agree
that the amount realized is to be allocated between Code Section 751 property
and non-Code Section 751 property based on the relative fair market value of
NWI's Code Section 751 property and non-Code Section 751 property as determined
by Columbus.
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ARTICLE VII
Conditions Precedent
7.1 Certain Conditions on the Obligation of Columbus to Consummate the
Merger.
(a) The obligations of Columbus to effect the Merger shall be
subject to the fulfillment of the following conditions, any or all of which may
be waived by Columbus in its sole discretion:
(i) except for changes in the business or conditions of
NWI, financial or otherwise, or in the results of operations of NWI, occurring
prior to the date of this Agreement, or expected by the General Partner to occur
based on events occurring prior to the date of this Agreement, there shall not
have occurred any Material Adverse Effect on NWI from that set forth in or
contemplated by the financial statements of NWI for the nine months ended
September 30,1998;
(ii) there shall not be pending or threatened against NWI
or the General Partner, any action, suit or proceeding involving a claim at law
or in equity or before or by any Governmental Entity, domestic or foreign, that
would be reasonably likely to have a Material Adverse Effect on NWI; and
(iii) there shall not be pending or threatened against
NWI, the General Partner, Columbus or their respective properties or businesses,
any other action, suit or proceeding involving a claim at law or in equity or
before or by any federal, state, or municipal or other court of competent
jurisdiction or other Governmental Entity, relating to the Merger or this
Agreement that would be reasonably likely to have a Material Adverse Effect on
NWI.
(iv) the Commitment shall remain available to Columbus,
such that Columbus may borrow sufficient funds on or before the Closing Date in
order to transfer the Merger Consideration to the Payment Agent for payment to
the Unitholders pursuant to Section 1.4(a).
(b) The parties hereto agree that in exercising its discretion to
waive or require the fulfillment of the conditions prescribed in Section 7.1(a)
above, Columbus shall not be required to consider the interests of any person or
entity that may be affected by the Merger other than Columbus, and that Columbus
shall have no obligation, fiduciary or otherwise, to the limited partners of NWI
or the General Partner in exercising its discretion under Section 7.1(a).
7.2 Obligation of Each Party to Effect the Merger. The respective
obligations of each party generally to effect the Merger shall be subject to the
fulfillment at or prior to the Effective Time of the following conditions:
(a) This Agreement and the Merger shall have received the
required Unitholder Approval.
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(b) Neither the execution and delivery of this Agreement by the
General Partner on behalf of NWI nor the consummation of the transactions
contemplated hereby nor compliance by NWI with any of the provisions hereof
shall (i) violate, conflict with, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of NWI under any of
the terms, conditions or provisions of (x) the Organizational Documents of NWI
or (y) any material note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which NWI is a party, or
to which it or any of its respective properties or assets, may be subject, or
(ii) violate any judgment, ruling, order, writ, injunction, decree, statute,
rule or regulation applicable to NWI or any of NWI's properties or assets,
except, in the case of each of clauses (i) and (ii) above, for such violations,
conflicts, breaches, defaults, terminations, accelerations or creations of
liens, security interests, charges or encumbrances, which would not, in the
aggregate, have a material adverse effect on the transactions contemplated
hereby or on the condition (financial or other), business or operations of NWI
(a "Material Adverse Effect on NWI");
(c) The Financial Advisor shall not have withdrawn or modified in
any manner materially adverse to NWI or any Unitholder its opinion as described
in Section 4.6; and
(d) No preliminary or permanent injunction or other order, decree
or ruling issued by a court of competent jurisdiction or by a Governmental
Entity nor any statute, rule, regulation or executive order promulgated or
enacted by any Governmental Entity shall be in effect, which would make the
acquisition of NWI by Columbus illegal or otherwise prevent the consummation of
the Merger or make the consummation of the Merger illegal.
ARTICLE VIII
Termination
8.1 Termination. This Agreement may be terminated, and the Merger
contemplated herein may be abandoned, at any time prior to the Effective Time,
whether prior to or after approval of the Merger by the Unitholders:
(a) by mutual written consent of Columbus and NWI; or
(b) by NWI if Columbus breaches in any material respect any of
its representations, warranties, covenants or agreements contained in this
Agreement (other than any breach caused by NWI) or if the Financial Advisor
shall have withdrawn or modified in any manner adverse to NWI, the Unitholders,
or Columbus its opinion as described in Section 4.6; or
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(c) by Columbus, if NWI breaches in any material respect any of
their representations, warranties, covenants or agreements contained in this
Agreement (other than any breach caused by Columbus) or if the Financial Advisor
shall have withdrawn or modified in any manner adverse to NWI, the Unitholders,
or Columbus its opinion as described in Section 4.6; or
(d) by either Columbus or NWI:
(i) if the Merger has not been consummated prior to March
31, 1999; or
(ii) if any court of competent jurisdiction or other
Governmental Entity shall have issued an order, decree or ruling, or taken any
other action restraining, enjoining or otherwise prohibiting the Merger and such
order, decree, ruling or other action shall have become final and nonappealable.
8.2 Effect of Termination. In the event of the termination of this
Agreement as provided in Section 8.1 hereof, this Agreement shall forthwith
become void, and there shall be no liability on the part of Columbus or NWI.
ARTICLE IX
General Provisions
9.1 Amendment. This Agreement may not be amended except by (i) an
instrument in writing signed on behalf of each of the parties hereto; provided,
however, that after approval of the Merger by the Unitholders at the Merger
Meeting, no amendment may be made without the further approval of Unitholders
holding in the aggregate at least sixty-six percent (66%) of the issued and
outstanding Units which would either (a) change the type or reduce the amount of
the Merger Consideration or (b) alter or change any other terms and conditions
of this Agreement, if any of such alterations or changes, alone or in the
aggregate, would materially adversely affect the Unitholders.
9.2 Extension; Waiver. At any time prior to the Effective Time, whether
before or after the mailing of the Proxy Statement, any party hereto may (i)
extend the time for the performance of any of the obligations or other acts of
any other party hereto; (ii) waive any inaccuracies in the representations and
warranties contained in this Agreement; and (iii) waive compliance with any of
the agreements of the other parties or conditions to its own obligations
contained in this Agreement. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party by a duly authorized person. No such
consent or waiver of compliance given by any of the parties hereto shall operate
as a consent or waiver of compliance in respect of any subsequent default,
breach or non-observance, whether of the same or any other nature.
12
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9.3 Nonsurvival of Representations, Warranties and Agreements. The
respective representations and warranties of NWI and Columbus contained herein
shall expire with, and be terminated and extinguished upon, consummation of the
Merger, and thereafter neither NWI nor Columbus or any officer, director or
principal thereof, shall be under any liability whatsoever with respect to any
such representation or warranty. This Section 9.3 shall have no effect upon any
other obligation of the parties, whether to be performed before or after the
consummation of the Merger.
9.4 Entire Agreement; Counterparts.
(a) This Agreement contains the entire agreement among NWI and
Columbus with respect to the subject matter hereof and supersedes all prior
arrangements and understandings, both written and oral, among such parties with
respect thereto.
(b) This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
9.5 Severability. It is the desire and intent of the parties that the
provisions of this Agreement be enforced to the fullest extent permissible under
the law and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, in the event that any provision of this Agreement would be
held in any jurisdiction to be invalid, prohibited or unenforceable for any
reason, such provision, as to such jurisdiction, shall be ineffective, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, the
parties shall adopt an amendment hereto in accordance with the provisions of
Section 9.1 hereof in which such provision, as to such jurisdiction, is so
narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.
9.6 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to be sufficient if contained in a written
instrument and shall be deemed to have been duly given if delivered personally,
telecopied, sent by nationally recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following addresses (or at such other addresses as shall be
specified by a party by like notice):
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(a) If to NWI:
Gerald L. Whitcomb
7515 Terminal Street S.W.
Tumwater, WA 98501
with a copy to:
Bruce Bjerke
Graham & James LLP/Riddell Williams, P.S.
1001 Fourth Ave., #4500
Seattle, WA 98154
(b)If to Columbus:
Gerald L. Whitcomb
7515 Terminal Street S.W.
Tumwater. WA 98501
with a copy to:
Bruce Bjerke
Graham & James LLP/Riddell Williams, P.S.
1001 Fourth Ave., #4500
Seattle, WA 98154
All such notices and other communications shall be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery if received
prior to 5:00 p.m. Tumwater, Washington time on such date, (b) in the case of a
telecopy, when the party receiving such telecopy shall have confirmed receipt of
the communication, (c) in the case of delivery by nationally recognized
overnight courier, on the Business Day following dispatch and (d) in the case of
mailing, on the third Business Day following such mailing.
9.7 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
9.8 Assignment. This Agreement is not intended to confer upon any person
other than the parties any rights or remedies hereunder. This Agreement shall
not be assigned by operation of law or otherwise; provided, however, that
notwithstanding the foregoing, the parties hereto acknowledge that Columbus
shall have the unrestricted right to assign all of its respective rights
hereunder to a wholly owned affiliate of Columbus; provided, further, that
notwithstanding such assignment, Columbus shall not be released from its
obligations hereunder nor shall such assignment prejudice the rights of
Unitholders entitled to receive payment pursuant to Section 1.4(a) hereto to
receive such payment for Units properly delivered to the Payment Agent and
accepted for payment.
14
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9.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without reference to the
conflicts of laws provisions thereof.
9.10 Consent to Jurisdiction; Service of Process.
(a) The parties hereto irrevocably submit to the jurisdiction of
the Superior Court of Thurston County of Washington or the U.S. District Court
for the Western District of Washington over any dispute arising out of or
relating to this Agreement or any of the transactions contemplated hereby and
each party hereby irrevocably agrees that all claims in respect of such dispute
or proceeding shall be heard and determined in such court. The parties hereby
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of venue of any
such dispute brought in such court or any defense of inconvenient forum for the
maintenance of such dispute. Each of the parties hereto agrees that a judgment
in any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being
served by any party to this Agreement in any suit, action or proceeding of the
nature specified in subsection (a) above by mailing a copy thereof in accordance
with the provisions of Section 9.6 hereof.
9.11 Limitation of Liability. In no event shall any partner (other than
the General Partner) or representative of NWI or any other such person, be
personally liable for any obligation of NWI or the General Partner under this
Agreement. In no event shall recourse with respect to the obligations under this
Agreement of NWI or the General Partner be had to the assets or business of any
person other than NWI or the General Partner, respectively.
9.12 Limitation of Remedies. The sole remedy of any party hereto for
breach by any other party of a covenant, representation or warranty made under
this Agreement shall be limited to termination of this Agreement.
15
76
IN WITNESS WHEREOF, General Partner, on behalf of NWI, and Columbus have
caused this Agreement to be executed as of the date first written.
SUPER 8 MOTELS NORTHWEST I
By: /s/ Gerald L. Whitcomb
GERALD L. WHITCOMB
General Partner
COLUMBUS PROPERTIES L.L.C.
By: /s/ Gerald L. Whitcomb
GERALD L. WHITCOMB
Manager
16
77
EXHIBIT A
ARTICLES OF MERGER
OF
SUPER 8 MOTELS NORTHWEST I, A WASHINGTON LIMITED PARTNERSHIP
AND
COLUMBUS PROPERTIES L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY
THESE ARTICLES OF MERGER are executed for the purpose of merging Super 8
Motels Northwest I, a Washington limited partnership ("NWI") with an into
Columbus Properties L.L.C., a Washington limited liability company ("Columbus").
1) The plan of merger is attached hereto and made a part hereof.
2) The merger was duly approved by the partners of NWI pursuant
to RCW 25.10.810 and the members of Columbus pursuant to RCW 25.15.400.
Dated: _________, 19__.
Columbus Properties L.L.C.
-------------------------------
By Gerald L. Whitcomb
Its Manager
78
EXHIBIT B
PLAN OF MERGER
OF
SUPER 8 MOTELS NORTHWEST I, A WASHINGTON LIMITED PARTNERSHIP,
AND
COLUMBUS PROPERTIES L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY
Super 8 Motels Northwest I, a Washington limited partnership
("NWI"), and Columbus Properties L.L.C., a Washington limited liability company
("Columbus"), hereby certify that:
FIRST: NWI and Columbus are planning to merge, with Columbus
being the surviving limited liability company into which NWI plans to merge.
SECOND: The terms and conditions of the merger were advised,
authorized and approved by the sixty-six percent (66%) of the partners of NWI
and the requisite vote of Columbus' members as set forth in its operating
agreement.
THIRD: The manner and basis of converting the partnership
interests of NWI into member interests in Columbus or cash is as follows. Except
as provided below, each unit of NWI shall be converted into $1,609.00 cash.
Partnership interests (general or limited) in NWI owned by Gerald L. and/or
Maryanne Whitcomb shall be contributed to Columbus in exchange for units in
Columbus.
Dated: _______, 19__.
Super 8 Motels Northwest I
----------------------------------
By Gerald L. Whitcomb, General Partner
Columbus Properties L.L.C.
----------------------------------
By Gerald L. Whitcomb, its Manager
79
ANNEX II
[Ragen MacKenzie Letterhead]
December 31, 1998
Gerald L. Whitcomb
General Partner
Super 8 Motels Northwest I
7515 Terminal St. S.W.
Tumwater, WA 98501
Dear Mr. Whitcomb:
We understand that Columbus Properties L.L.C. ("Columbus")(formerly
Whitcomb Family L.L.C.) has entered into a Merger Agreement, dated as of
December 31, 1998, (the "Merger Agreement") which provides, among other things,
for the merger of Super 8 Motels Northwest I, a Washington limited partnership
("Northwest I"), into Columbus, with Columbus as the surviving company
("Merger"). Pursuant to the Merger Agreement, at the effective time of the
Merger Columbus will i) pay $1,609.00 ("Merger Consideration") per limited
partnership unit ("Unit") to the holders thereof ("Unitholders") and ii) as a
result of the Merger will acquire all the assets of the Partnership
("Properties") and will assume the outstanding debt of the Partnership which
stood at approximately $1.4 million as of September 30, 1998 (together referred
to herein as the "Transaction"). The terms of the Transaction are set forth more
fully in the Merger Agreement. You have requested our opinion on behalf of
Northwest I and the Unitholders (the "Fairness Opinion") as to whether the
Merger Consideration to be paid by Columbus pursuant to the Merger Agreement is
fair, from a financial point of view, to the Unitholders of Northwest I Units.
In connection with rendering this Fairness Opinion, Ragen MacKenzie,
among other things: (i) reviewed the Merger Agreement; (ii) reviewed and
analyzed consolidated historic and projected financial and operating data of
Northwest I and the Properties, including audited and unaudited financial
statements for Northwest I and unaudited cash-basis estimates prepared by
management for the Properties; (iii) reviewed and analyzed other internal
information concerning the business and operations of Northwest I and the
Properties furnished to it by management; (iv) reviewed and analyzed publicly
available information concerning Northwest I and the Properties; (v) reviewed
and analyzed publicly available information concerning the terms of selected
merger and acquisition transactions that Ragen MacKenzie deemed relevant to its
inquiry; (vi) reviewed and analyzed selected market purchase price data that
Ragen MacKenzie considered relevant to its inquiry; (vii) held meetings and
discussions with Mr. Whitcomb and employees of Northwest I concerning the
operations, financial condition and prospects of the Properties; and (viii)
conducted such other financial studies, analyses and investigations, including
visits to SeaTac and Federal Way, and considered such other information as Ragen
MacKenzie deemed appropriate.
In preparing its Fairness Opinion, Ragen MacKenzie relied, without
independent verification, on the accuracy and completeness of all information
that was publicly available, supplied or otherwise communicated to Ragen
MacKenzie by the General Partner or Northwest I. Ragen MacKenzie assumed that
the financial estimates (including the underlying assumptions and bases thereof)
examined by it were reasonably prepared and reflected the
80
best currently available estimates and good faith judgments of the General
Partner as to the future performance of the Properties. Ragen MacKenzie did not
make an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of Northwest I (including the Properties). However,
Ragen MacKenzie was furnished with independent appraisals on each property
prepared by McKee & Schalka Seattle, Washington (the "McKee Appraisals") in
conjunction with U.S. Bank's financing. Ragen MacKenzie assumed without
independent verification that the amount being paid per limited partnership Unit
was determined consistent with the partnership agreement. This Fairness Opinion
necessarily is based upon financial, economic, market and other conditions and
circumstances existing and disclosed to it as of the date of this Fairness
Opinion.
Our Fairness Opinion is directed only to the fairness, from a financial
point of view, of the Merger Consideration to be paid by Columbus to the
Unitholders of Northwest I and does not constitute a recommendation concerning
how Unitholders should vote with respect to the Merger Agreement.
Ragen MacKenzie, as part of its investment banking business' is engaged
in the valuation of businesses and their securities in connection with mergers
and acquisitions, negotiated underwritings, secondary distributions of
securities, private placements and valuations. We have acted as a financial
advisor to Northwest I in the preparation of this opinion and will receive a
fee for our services. In addition, Columbus, the surviving company pursuant to
the terms of the Merger Agreement, has agreed to indemnify us as to certain
liabilities arising out of the rendering of this Fairness Opinion.
This letter and the opinion expressed herein are provided at the
request of the General Partner and for the information of Northwest I and the
Unitholders and may not be referred to, quoted or used for any other purpose
without our prior written consent, except that this letter may be disclosed in
connection with a Proxy Statement used in connection with the Transaction.
Based upon and subject to the foregoing, it is our opinion that, as of
the date hereof, the aggregate Merger Consideration being paid by Columbus to
the Northwest I Unitholders pursuant to the Merger Agreement is fair, from a
financial point of view, to the Unitholders of Northwest I.
Very truly yours,
Ragen MacKenzie Incorporated
By: /s/ Robert P. Davidson
--------------------------------------
Robert P. Davidson
Vice President
2
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ANNEX III
ARTICLE 14
DISSENTERS' RIGHTS
RCW 25.10.900 DEFINITIONS. As used in this article:
(1) "Limited partnership" means the domestic limited partnership in which
the dissenter holds or held a partnership interest, or the surviving limited
partnership or corporation by merger, whether foreign or domestic, of that
limited partnership.
(2) "Dissenter" means a partner who is entitled to dissent from a plan of
merger and who exercises that right when and in the manner required by this
article.
(3) "Fair value," with respect to a dissenter's partnership interest, means
the value of the partnership interest immediately before the effectuation of the
merger to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the merger unless exclusion would be
inequitable.
(4) "Interest" means interest from the effective date of the merger until
the date of payment, at the average rate currently paid by the limited
partnership on its principal bank loans or, if none, at a rate that is fair and
equitable under all the circumstances.
RCW 25.10.905 PARTNER--DISSENT--PAYMENT OF FAIR VALUE. (1) Except as
provided in RCW 25.10.915 or 25.10.925(2), a partner of a domestic limited
partnership is entitled to dissent from, and obtain payment of, the fair value
of the partner's partnership interest in the event of consummation of a plan of
merger to which the limited partnership is a party as permitted by RCW 25.10.800
or 25.10.840.
(2) A partner entitled to dissent and obtain payment for the partner's
partnership interest under this article may not challenge the merger creating
the partner's entitlement unless the merger fails to comply with the procedural
requirements imposed by this title, Title 23B RCW, the partnership agreement, or
is fraudulent with respect to the partner or the limited partnership.
(3) The right of a dissenting partner to obtain payment of the fair value
of the partner's partnership interest shall terminate upon the occurrence of any
one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside the
merger; or
(c) The partner's demand for payment is withdrawn with the written consent
of the limited partnership.
RCW 25.10.910 DISSENTERS' RIGHTS--NOTICE--TIMING. (1) Not less than ten
days prior to the approval of a plan of merger, the limited partnership must
send a written notice to all partners who are entitled to vote on or approve the
plan of merger that they may be entitled to assert dissenters' rights under this
article. Such notice shall be accompanied by a copy of this article.
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(2) The limited partnership shall notify in writing all partners not
entitled to vote on or approve the plan of merger that the plan of merger was
approved, and send them the dissenters' notice as required by RCW 25.10.920.
RCW 25.10.915 PARTNER--DISSENT--VOTING RESTRICTION. A partner who is
entitled to vote on or approve the plan of merger and who wishes to assert
dissenters' rights must not vote in favor of or approve the plan of merger. A
partner who does not satisfy the requirements of this section is not entitled to
payment for the partner's interest under this article.
RCW 25.10.920 PARTNERS--DISSENTERS' NOTICE--REQUIREMENTS. (1) If the plan
of merger is approved, the limited partnership shall deliver a written
dissenters' notice to all partners who satisfied the requirements of RCW
25.10.915.
(2) The dissenters' notice required by RCW 25.10.910(2) or by subsection
(1) of this section must be sent within ten days after the approval of the plan
of merger, and must:
(a) State where the payment demand must be sent;
(b) Inform holders of the partnership interest as to the extent transfer of
the partnership interest will be restricted as permitted by RCW 25.10.930 after
the payment demand is received;
(c) Supply a form for demanding payment;
(d) Set a date by which the limited partnership must receive the payment
demand, which date may not be fewer than thirty nor more than sixty days after
the date the notice under this section is delivered; and
(e) Be accompanied by a copy of this article.
RCW 25.10.925 PARTNER--PAYMENT DEMAND--ENTITLEMENT. (1) A partner who
demands payment retains all other rights of a partner until the proposed merger
becomes effective.
(2) A partner sent a dissenters' notice who does not demand payment by the
date set in the dissenters' notice is not entitled to payment for the partner's
partnership interest under this article.
RCW 25.10.930 PARTNERSHIP INTERESTS--TRANSFER RESTRICTIONS. The limited
partnership may restrict the transfer of partnership interests from the date the
demand for their payment is received until the proposed merger becomes effective
or the restriction is released under this article.
RCW 25.10.935 PAYMENT OF FAIR VALUE--REQUIREMENTS FOR COMPLIANCE. (1)
Within thirty days of the later of the date the proposed merger becomes
effective, or the payment demand is received, the limited partnership shall pay
each dissenter who complied with RCW 25.10.925 the amount the limited
partnership estimates to be the fair value of the partnership interest, plus
accrued interest.
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83
(2) The payment must be accompanied by:
(a) Copies of the financial statements for the most recent fiscal year
maintained as required by RCW 25.10.050;
(b) An explanation of how the limited partnership estimated the fair value
of the partnership interest;
(c) An explanation of how the accrued interest was calculated;
(d) A statement of the dissenter's right to demand payment; and
(e) A copy of this article.
RCW 25.10.940 MERGER--NOT EFFECTIVE WITHIN SIXTY DAYS--TRANSFER
RESTRICTIONS. (1) If the proposed merger does not become effective within sixty
days after the date set for demanding payment, the limited partnership shall
release any transfer restrictions imposed as permitted by RCW 25.10.930.
(2) If, after releasing transfer restrictions, the proposed merger becomes
effective, the limited partnership must send a new dissenters' notice as
provided in RCW 25.10.910(2) and 25.10.920 and repeat the payment demand
procedure.
RCW 25.10.945 DISSENTER'S ESTIMATE OF FAIR VALUE--NOTICE. (1) A dissenter
may notify the limited partnership in writing of the dissenter's own estimate of
the fair value of the dissenter's partnership interest and amount of interest
due, and demand payment of the dissenter's estimate, less any payment under RCW
25.10.935, if:
(a) The dissenter believes that the amount paid is less than the fair value
of the dissenter's partnership interest or that the interest due is incorrectly
calculated;
(b) The limited partnership fails to make payment within sixty days after
the date set for demanding payment; or
(c) The limited partnership, having failed to effectuate the proposed
merger, does not release the transfer restrictions imposed on partnership
interests as permitted by RCW 25.10.930 within sixty days after the date set for
demanding payment.
(2) A dissenter waives the right to demand payment under this section
unless the dissenter notifies the limited partnership of the dissenter's demand
in writing under subsection (1) of this section within thirty days after the
limited partnership made payment for the dissenter's partnership interest.
RCW 25.10.950 UNSETTLED DEMAND FOR PAYMENT--PROCEEDING--
PARTIES--APPRAISERS. (1) If a demand for payment under RCW 25.10.945 remains
unsettled, the limited partnership shall commence a proceeding within sixty days
after receiving the payment demand and petition the court to determine the fair
value of the partnership interest and accrued interest. If the limited
3
84
partnership does not commence the proceeding within the sixty-day period, it
shall pay each dissenter whose demand remains unsettled the amount demanded.
(2) The limited partnership shall commence the proceeding in the superior
court. If the limited partnership is a domestic limited partnership, it shall
commence the proceeding in the county where its office is maintained as required
by RCW 25.10.040(1). If the limited partnership is a domestic corporation, it
shall commence the proceeding in the county where its principal office, as
defined in *RCW 23B.01.400(17), is located, or if none is in this state, its
registered office under RCW 23B.05.010. If the limited partnership is a foreign
limited partnership or corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the office of
the domestic limited partnership maintained pursuant to RCW 25.10.040(1) merged
with the foreign limited partnership or foreign corporation was located.
(3) The limited partnership shall make all dissenters (whether or not
residents of this state) whose demands remain unsettled parties to the
proceeding as in an action against their partnership interests and all parties
must be served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law.
(4) The limited partnership may join as a party to the proceeding any
partner who claims to be a dissenter but who has not, in the opinion of the
limited partnership, complied with the provisions of this chapter. If the court
determines that such partner has not complied with the provisions of this
article, the partner shall be dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is commenced is
plenary and exclusive. The court may appoint one or more persons as appraisers
to receive evidence and recommend decisions on the question of fair value. The
appraisers have the powers described in the order appointing them or in any
amendment to it. The dissenters are entitled to the same discovery rights as
parties in other civil proceedings.
(6) Each dissenter made a party to the proceeding is entitled to judgment
for the amount, if any, by which the court finds the fair value of the
dissenter's partnership interest, plus interest, exceeds the amount paid by the
limited partnership.
RCW 25.10.955 UNSETTLED DEMAND FOR PAYMENT--COSTS--FEES AND EXPENSES OF
COUNSEL. (1) The court in a proceeding commenced under RCW 25.10.950 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs
against the limited partnership, except that the court may assess the costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment.
(2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the limited partnership and in favor of any or all dissenters
if the court finds the limited partnership did not substantially comply with the
requirements of this article; or
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85
(b) Against either the limited partnership or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the limited partnership, the
court may award to these counsel reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited.
5
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ANNEX IV
Per Unit Proceeds to Unitholders if the Northwest I Motels Were Sold Based Upon
the Best Offer Received by Exvere
Northwest I's allocated share
of proposed $80 million Purchase Price $(9,048,0001)
Plus: Current Assets in excess
of Current Liabilities at
September 30, 1998 after
deduction of Cash Distributions
to Partners of $264,706 paid October 31, 1998
and $264,706 paid January 31, 1999 5,670
Less: Long-Term Debt at September 30, 1998 (1,434,121)
-----------
Amount Available for Distribution
Before Selling Costs $7,619,549
Less: Estimated selling costs and
expenses of winding down of Northwest I,
including 1% sales commission, title insurance,
real estate excise tax, appraisal fees
fairness opinion, legal, tax and accounting ($448,244)
----------
Net Available for Distribution to Partners $7,171,305
Allocation of Net Available for
Distribution to Partners Between
Limited Partners and General Partner:
Limited Partner General Partner Total
--------------- --------------- -----
Priority Return of Net
Capital Contribution
Pursuant to Section 10 of
the Partnership Agreement $5,624,879 $ 56,817 $5,681,696
Remaining Net Available
For Distribution to Partners
Allocated 85% Limited
Partners and 15% General
Partner Pursuant to Section 10
of the Partnership Agreement 1,266,169 223,440 1,489,609
---------- ---------- ----------
TOTAL $6,891,048 $ 280,257 $7,171,305
---------- ---------- ----------
Per Unit Distribution
To Limited Partners $6,891,048 (divided by) 6,000 = $1,148
- --------
1 Excludes the proposed $4 million contingent purchase price based upon the
performance of the 27 motel properties over a 5-year period which, if earned,
would result in an additional payment of $62 per unit to Northwest I
Unitholders.
1
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Per Unit Proceeds to Unitholders if the Northwest I Motels Were Sold
Individually at the McKee Appraised Values.
Appraised Values:
Sea-Tac $8,300,000
Federal Way 4,000,030
-----------
TOTAL $12,300,030
Plus: Current Assets in excess
of Current Liabilities at
September 30, 1998 after
deduction of Cash Distributions to Partners
of $264,706 paid October 31, 1998 and
$264,706 Paid January 31, 1999 5,670
Less: Long-Term Debt at September 30, 1998 (1,434,121)
----------
Amount Available for Distribution
Before Selling Costs $10,871,549
Less: Estimated selling costs and
expenses of winding down of Northwest I,
including 4% sales commission, title insurance,
real estate excise tax, appraisal fees,
fairness opinion, legal, tax and accounting ($886,552)
----------
Net Available for Distribution to Partners $9,985,027
Allocation of Net Available for
Distribution to Partners Between
Limited Partners and General Partner:
Limited Partner General Partner Total
--------------- --------------- -----
Priority Return of Net
Capital Contribution
Pursuant to Section 10 of
the Partnership Agreement $5,624,879 $ 56,817 $5,681,696
Remaining Net Available for
Distribution to Partners
Allocated 85% Limited
Partners and 15% General
Partner Pursuant to Section 10
of the Partnership Agreement 3,657,832 645,499 4,303,331
---------- ---------- ----------
TOTAL $9,282,711 $ 702,316 $9,985,027
---------- ---------- ----------
Per Unit Distributions
To Limited Partners $9,282,711 (divided by) 6,000 = $1,547
---------- ----- ------
2
88
PROXY SUPER 8 MOTELS NORTHWEST I PROXY
7515 TERMINAL STREET, S.W., TUMWATER, WA 98501
----------------------------------------------
SPECIAL MEETING OF LIMITED PARTNERS -- FEBRUARY [ ], 1999
THIS PROXY IS SOLICITED ON BEHALF OF NORTHWEST I
The undersigned hereby appoints Gerald Whitcomb and Maryanne Whitcomb
as proxies, each with full power of substitution, and hereby authorizes them to
represent and to vote, in such manner as in their discretion shall be deemed
appropriate to carry out the authority as designated below, all the limited
partnership units of Super 8 Motels Northwest I ("Northwest I") held of record
by the undersigned on [ ], at the special meeting of limited partners to be held
February [ ], 1999, or any adjournments or postponements thereof.
1. Agreement and Plan of Merger and Reorganization, dated December 31,
1998, between Northwest I and Columbus Properties L.L.C. ("Merger").
___ FOR the Merger
___ AGAINST the Merger
___ ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.
(OVER)
89
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED LIMITED PARTNER, AND WILL GRANT DISCRETIONARY
AUTHORITY TO VOTE ON OTHER MATTERS. EXCEPT AS OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED FOR THE MERGER.
Please sign exactly as name appears below. When limited partnership
units are held by joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATED: ____________________, 1998
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Signature
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Signature, if held jointly
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